Court File No. CV-16-11511-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) WEST FACE CAPITAL INC., as Agent CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Applicant Respondents IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED WSLEGAL\029736\00029\ l 8008 l 92v I MOTION RECORD (Returnable: June 2, 2017) Bennett Jones LLP 3400 One First Canadian Place Toronto, Ontario M5X 1A4 Mark Laugesen (LSUC# 32937W) Tel: 416-777-4802 Lawyers for the Receiver, Grant Thornton Limited
Transcript
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
WSLEGAL\029736\00029\ l 8008 l 92v I
MOTION RECORD (Returnable: June 2, 2017)
Bennett Jones LLP 3400 One First Canadian Place Toronto, Ontario M5X 1A4
Mark Laugesen (LSUC# 32937W) Tel: 416-777-4802
Lawyers for the Receiver, Grant Thornton Limited
Service List (Current to May 25, 2017)
TO: BORDEN LADNER GERVAIS LLP Scotia Plaza, 40 King Street West Toronto, Ontario M5H3Y4
AND TO: PROVINCE OF BRITISH COLUMBIA Ministry of Justice and Attorney General Legal Services Branch, Revenue & Taxation 400 - 1675 Douglas Street Victoria, British Columbia V8W2G5
AND TO: ROYAL BANK OF CANADA 180 Wellington St. W. Toronto, Ontario M5J lJl
WSLEGAL\029736\00029\ 18008l92v1
Index
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B-3, AS AMENDED; AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
INDEX
TAB
A. Notice of Motion returnable June 2, 2017
B. First Report to the Court submitted by Grant Thornton Limited in its capacity as Receiver of the Respondents
Appendix 1 Order and Endorsement of Justice Newbould dated September 6, 2016
Appendix 2
Appendix 3
Appendix 4
Report of Grant Thornton Limited, the Proposed Receiver dated August 30, 2016
Affidavit of Peter Fraser dated August 30, 2016, without exhibits
Receiver's Interim Statement of Receipts and Disbursements for the period September 6, 2016 to April 30, 2017
WSLEGAL\029736\00029\18008 J 92v I
Appendix 5 Email sent by the Receiver on September 13, 2016
Appendix 6 Email sent by the MEM on September 28, 2016
Appendix 7 Email sent by the MEM on September 29, 2016, including copies of the attached photographs"# 44", "# 47", "# 50", and"# 67"
Appendix 8 Email sent by the MEM on October 25, 2016, including copies of the attached letter dated October 24, 2016 and the Site Visit Report
Appendix 9 Email sent by the Receiver on October 26, 2016
Appendix 10 Email sent by the Receiver on November 7, 2017, including a copy of the attached letter dated November 7, 2016
Appendix 11 Email sent by the Receiver on January 13, 2017
Appendix 12 The MOE October Email
Appendix 13 Email sent by the MOE on May 17, 2017, including copies of the attached materials
Appendix 14 Email sent by the Receiver on May 23, 2017 (without attachment)
Appendix 15 Permits List
Appendix 16 West Face Security Documents List
Appendix 1 7 Teck Security Documents List
Appendix 18 RBC Security Document List
Appendix 19 Affidavit of Jonathan Krieger sworn May 25, 2017
Appendix 20 Affidavit of Danish Afroz sworn May 26, 201 7
Confidential Appendices
Appendix "l"
Appendix "2"
C. Draft Order
WSLEGAL\029736\00029\ I 8008 I 92v I
Summary of results of the Receiver's sales process
Offers received in the Receiver's sale process
TABA
I
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as agent
and
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
NOTICE OF MOTION (Returnable June 2, 2017)
Grant Thornton Limited, in its capacity as receiver (the "Receiver"), without security, of
all of the assets, undertakings, and properties (collectively, the "Property") of Chieftain Metals
Inc. and Chieftain Metals Corp. (together, the "Companies" or "Chieftain"), will make a
Motion to a judge presiding over the Ontario Superior Court of Justice (Commercial List) (the
"Court") on June 2, 2017, at 10:00 a.m., or as soon after that time as the motion can be heard, at
330 University A venue, Toronto, Ontario.
PROPOSED METHOD OF HEARING: The Motion is to be heard orally.
WSLEGAL\029736\00029\ l 7967449v4
1
2
THE MOTION IS FOR:
1. An order substantially in the form of the draft order attached as Tab C of this Motion
Record, among other things:
(a) abridging and validating the time and manner of service of the Notice of Motion
and the Motion Record so that this Motion is properly returnable on the date
scheduled for the hearing thereof, and dispensing with further service thereof;
(b) approving the pre-filing report of Grant Thornton Limited as proposed receiver of
Chieftain dated August 30, 2016 (the "Pre-Filing Report") and the activities of
the proposed receiver described therein;
(c) approvmg the first report of the Receiver dated May 26, 2017 (the "First
Report") and the activities of the Receiver described therein;
(d) approvmg the Receiver's interim statement of receipts and disbursements
appended as Appendix 4 to the First Report;
( e) sealing Confidential Appendices 1 and 2 to the First Report;
(f) approving the expansion of the powers of the Receiver to authorize the Receiver
to file a proposal pursuant to Part III, Division I of the Bankruptcy and Insolvency
Act, R.S.C. 1985, c. B-3 (the "BIA") in respect of one or both of the Companies,
authorizing Grant Thornton Limited to act as proposal trustee in connection with
any such proposal, and authorizing Grant Thornton Limited to retain Bennett
Jones LLP as its legal counsel in connection with any such proposal; and
WSLEGAL\029736\00029\ I 7967449v4
2
3
(g) approving the fees and disbursements of the Receiver and its counsel as set out in
the Affidavit of Jonathan Krieger, sworn May 25, 2017 and the Affidavit of
Danish Afroz, sworn May 26, 2017 (together, the "Fee Affidavits").
2. Such further and other relief as counsel may request and this Honourable Court deems
just.
THE GROUNDS FOR THIS MOTION ARE:
1. Grant Thornton Limited was appointed as Receiver over the Property pursuant to an
order of the Court made on September 6, 2016 (the "Appointment Order").
2. In accordance with the Appointment Order, the Receiver has taken a number of steps to
protect the Property and maximize value for the stakeholders, all as more particularly described
in the First Report.
3. The Receiver respectfully requests that the Court approve its activities, as described in
both the Pre-filing Report and the First Report.
4. The Receiver respectfully requests that the Court approve the Receiver's interim
statement of receipts and disbursements appended as Appendix 4 to the First Report.
5. Pursuant to the Receivership Order, the Receiver and its legal counsel shall be paid their
reasonable fees and disbursements.
6. As set out in the Fee Affidavits, the Receiver and its counsel have, for the period from
September 6, 2016 to April 30, 2017, incurred reasonable costs in the amount of$227,738.12 for
WSLEGAL\029736\00029\l 7967449v4
3
4
the Receiver (including fees, disbursements and HST) and $249, 131. 70 (including fees,
disbursements, and HST) for the Receiver's legal counsel.
7. Pursuant to section 50 of the BIA, the Receiver has the authority to make a proposal.
8. Grant Thornton Limited is a licensed trustee within the meaning of section 2 of the BIA
and has consented to and is duly qualified to act as a proposal trustee in respect of such a
proposal.
9. The terms of the Appointment Order.
10. The provisions of the BIA.
11. The provisions of the Courts of Justice Act, R.S.0. 1990, c. C.43, and the inherent and
equitable jurisdiction of this Honourable Court.
12. Rules 1.04, 1.05, 2.01, 2.03, 3.02, 16 and 37 of the Rules of Civil Procedure, R.R.0. 1990
Reg. 194.
13. Such further and other grounds as counsel may advise and this Court may permit.
THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the
Motion:
1. the Pre-filing Report;
2. the First Report;
WSLEGAL\029736\00029\ I 7967449v4
4
5
3. the Fee Affidavits; and
4. such further and other material as counsel may advise and this Court may permit.
May 26, 2017
WSLEGAL\029736\00029\l 7967449v4
BENNETT JONES LLP 3400 One First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1 A4
Mark Laugesen (LSUC#32937W) Tel: (416) 777-4802 Fax: (416) 863-1716
Lawyers for the Receiver, Grant Thornton Limited
5
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
WSLEGAL\029736\00029\! 7967449v4
Court File No. CV-16-11511-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE ·(COMMERCIAL LIST)
Proceedings commenced at Toronto
NOTICE OF MOTION (June 2, 2017)
BENNETT JONES LLP 3400 One First Canadian Place Toronto, ON M5X 1A4
Mark Laugesen (LSUC#: 32937W) Tel: (416) 777-4802 Fax: (416) 863-1716
Lawyers for the Receiver, Grant Thornton Limited
Q-\
TABB
BETWEEN:
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
- and -
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B·3, AS
AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
FIRST REPORT TO THE COURT SUBMITTED BY GRANT THORNTON LIMITED IN ITS CAPACITY AS RECEIVER OF THE RESPONDENTS
MAY 26, 2017
WSLEGAL\029736\00029\1803121 Ov3
Grant Thornton Grant Thornton Limited
200 King Street West, 11th Floor Toronto, Ontario, M5H 3T4
7
8
TABLE OF CONTENTS
INTRODUCTION AND PURPOSE OF THE FIRST REPORT ........................................ 1
RESTRICTIONS AND TERMS OF REFERENCE .............................................................. 4
and supplier/contractor companies, with a primary view to soliciting interest for an
opportunity to invest in or purchase the Tulsequah Project.
64 Although certain parties had indicated some interest, the SISP run by Endeavour
ultimately did not result in a letter of intent or other form of commitment letter
acceptable to the Companies or West Face.
65 Shortly after the commencement of the Receivership, on September 15, 2016,
Endeavour's mandate Was terminated by the Receiver.
SALES PROCESS DURING RECEIVERSHIP
66 Given the extremely thorough and years-long processes run by the Companies and
Endeavour prior to the Receivership, the Receiver was of the view that a one month
targeted sales process was the best, most cost-effective, and fastest way to find a
purchaser for the Property and maximize value for all stakeholders. The Receiver
commenced a sales process (the "Sales Process"), in consultation with West
Face, which included the following:
a) Developed a confidential information memorandum (the 11CIM") which
outlined the sales process, the background of the Companies and a
description of the assets for sale. All of the information contained in the
CIM was based on the previous sales efforts of the Company. No material
from Endeavour was used. In addition, a confidentiality agreement was
drafted and released to those parties who wished to gain access to the
online data room as explained in the next paragraph.
WSLEGAL\029736\00029\1803121 Ov3
42
- 33 -
b) Prepared an online data room (the "Data Room") whereby the Receiver
made available feasibility reports, preliminary economic assessment
technical reports, documents related to environmental matters, certificates
and permits and first nations matters, among other information deemed
pertinent to review in conducting due diligence. This Data Room used
data and documents from the previous marketing efforts by the Company,
prior to the Endeavour engagement.
c) In consultation with West Face, developed a targeted list of seven
potential purchasers, which was based on parties who had previously
expressed an interest in Chieftain and/or had engaged in discussions with
West Face prior to the receivership.
d) On September 23, 2016, direct solicitation of the CIM was made to the
seven prospective purchasers.
e) In addition, three more prospective purchasers were provided the CIM,
including Victor Wyprysky, the former chief executive officer of the
Companies.
f) All prospective purchasers were advised that offers were due at EST12:00
noon on October 21, 2016 (the "Offer Deadline").
67 Out of the ten prospective purchasers, four executed and returned confidentiality
agreements and were thus provided access to the Data Room. Only one of
these prospective purchasers requested and visited the Tulsequah Project site.
WS LEGAL\029736\00029\ 1803121 Ov3
43
- 34 -
68 By the Offer Deadline, the Receiver received offers from two of the four
prospective purchasers and an expression of interest from another. A summary
of the results of the Receiver's sales process is attached hereto as Confidential
Appendix 1. Copies of all three offers are attached hereto as Confidential
Appendix 2.
69 After a period of reviewing the offers and obtaining clarification on some points
on October 31, 2016, the Receiver, in consultation with West Face, ultimately
rejected all three submissions.
70 Following the initial (ultimately unsuccessful) sales process, parties who
expressed new or continued interest in the Tulsequah Project were allowed
access to the Receiver's Data Room after executing the confidentiality
agreement. They were also encouraged to speak to West Face.
71 Since the conclusion of the Sales Process, all three prospective purchasers who
had submitted offers/expression of interest continued to express interest in the
Tulsequah Project. In addition, there were four new prospective purchasers who
contacted the Receiver and expressed interest. All seven of these prospective
purchasers were encouraged to speak to West Face.
POTENTIAL PURCHASER AND BIA PROPOSAL
72 The Receiver and West Face have been engaged with a potential purchaser (the
"Potential Purchaser") regarding the terms and conditions of a potential
transaction involving the purchase and sale of substantially all of the Property.
•' ~ ....
WSLEGAL\029736\00029\ 1803121 Ov3
44
- 35 -
73 In connection with the potential transaction, the Receiver and West Face agreed
to the Potential Purchaser's request for a short period of exclusivity, and the
Potential Purchaser, the Receiver, and West Face entered into an Exclusivity
Agreement which expires on June 5, 2017.
74 As a result of discussions among the Receiver, the Potential Purchaser, and
West Face, the desired structure that emerged was a sale of the shares of CMI
rather than a sale of the assets of CMI. Note that all of the issued and
outstanding shares of CMI are owned by CMC and therefore also subject to
these Receivership proceedings.
75 The Receiver understands that the primary reason (among others) for the
Potential Purchaser's desire to pursue a share purchase structure is that many of
the government permits, licenses, etc. necessary for the operation of the
Tulsequah Project have consent rights as a condition to assignment, and that a
purchase and sale of the shares of CMI may obviate the need for any such
assignments and consents. It has become apparent to the Receiver that
facilitating a CMI share sale represents an additional option by means of which to
maximize value for Chieftain stakeholders.
76 Accordingly, regardless of whether the Potential Purchaser proceeds with its
proposed transaction or not, the Receiver (with the concurrence and support of
West Face) believes it is necessary to prepare for a transaction structured as a
sale of the CMI shares rather than a sale of CMI assets.
WSLEGAL\029736\00029\18031210v3
45
- 36 -
77 One of the required steps in the transaction with the Potential Purchaser is a
proposal (a 11 Proposal 11) for CMI under Part Ill, Division I of the BIA to
compromise the unsecured liabilities of CMI. Since it is highly unlikely that any
purchaser of the shares of CMI will take that company with all of its unsecured
liabilities, the Receiver believes that any sale of the shares of CMI would also
require the successful implementation of a Proposal to compromise CMl's
unsecured liabilities.
78 Given the quantum of the secured liabilities of CMI and the relatively low
consideration included in the various offers submitted for the Property in the
sales process administered in the Receivership (as set out in Confidential
Appendix 2), the Receiver believes it highly unlikely that there could be any
returns to unsecured creditors of CMI in any sale of the assets of CMI.
Accordingly, the Receiver believes that any distributions to unsecured creditors
of CMI in the context of any Proposal would be greater than what they would
likely be able to obtain in a sale of the assets of CMI.
79 Pursuant to subsection 50(1) of the BIA, a proposal may be made by a receiver
in relation to an insolvent person. Implicit in the issuance of the Appointment
Order is a finding that the Companies are insolvent persons as defined in section
2 of the BIA.
80 Grant Thornton Limited is a licensed trustee within the meaning of section 2 of
the BIA.
WSLEGAL\029736\00029\1803121 Ov3
46
- 37 -
81 Grant Thornton Limited has detailed knowledge of the Companies, their business
and affairs and the Property and is uniquely positioned to act as proposal trustee
in any Proposal. Prior to being appointed Receiver (starting on or about 3 April
2016), Grant Thornton Limited acted as financial advisor to West Face in respect
of the Companies and, in that capacity, received, reviewed and discussed weekly
status updates, including cash flows, from and with the Companies. Since the
Appointment Order, Grant Thornton Limited has gained further familiarity with the
business and affairs of the Companies, and the Property, through the activities it
has undertaken as Receiver, as described in the First Report. Significant time
and expense would be saved if Grant Thornton Limited were also to act as
proposal trustee and if Bennett Jones LLP were to act as its counsel in Grant
Thornton Limited's capacity as proposal trustee.
82 If a Proposal were to be implemented, it would be the intention of Grant Thornton
Limited (as proposal trustee) to rely upon the list of creditors generated at the
outset of the Receivership proceedings from the books and records of CMI,
supplemented by the addition of other creditors of which the Receiver has
become aware during the Receivership proceedings. Since former management
of the Companies are no longer involved, and have not been since the
Receivership proceedings were commenced, the Receiver believes that this is
the best way to "cast a wide net11 and ensure that the creditors of CMI are made
aware of and participate in any Proposal.
83 Given the passage of time, the expense associated with the administration of the
Receivership, and the freezing over of the Tulsequah Project mine site that will
WSLEGAL\029736\00029\1803121 Ov3
47
- 38 -
occur early in the fall (which will preclude access by either the Potential
Purchaser if a sale is completed, or, if not, by any party wishing to undertake due
diligence at the site), it is necessary to move forward with a Proposal swiftly and
it would be the intention of Grant Thornton Limited as proposal trustee to do so.
84 Assuming it is accepted by the required 11double"majority11 of CMl 1s creditors,
details of any Proposal will be set out in the report of the proposal trustee at a
sanction hearing.
85 For these reasons, the Receiver respectfully seeks authority to file a Proposal for
CMI, to act as proposal trustee, and to retain Bennett Jones LLP as its counsel.
SECURED CREDITORS AND OPINION
86 CMI has three principal secured creditors: West Face, Teck, and Royal Bank of
Canada (11 RBC 11). CMC has only one principal secured creditor, being West
Face. The Receiver's counsel has conducted a review of the loan and security
documents in place between CMI, CMC, West Face, Teck, and RBC and
delivered an opinion to the Receiver dated October 27, 2016. Given the passage
of time in the Receivership, the original security opinion and all supporting
searches, etc. were updated and the Receiver's counsel delivered a further
security opinion to the Receiver on May 17, 2017 (the 11Security Opinion 11).
There were no material changes.
87 The Security Opinion opines on the validity and enforceability of the documents
set out in the list in Appendix 16 among CMI, CMC, and West Face (collectively,
the 11West Face Security Documents"); the documents set out in the list in
WSLEGAL\029736\00029\ 1803121 Ov3
48
- 39 -
Appendix 17 between CMI and Teck (collectively, the "Teck Security
Documents"); and the document set out in the list in Appendix 18 between CMI
and RBC (collectively, the "RBC Security Document").
88 In summary, subject to the customary qualifications, assumptions, and limitations
set out therein, the Security Opinion opines that:
a) as regards the West Face Security Documents
i. the West Face Security Documents constitute valid and binding
obligations of CMI and CMC (as applicable), enforceable against
CMI and CMC (as applicable) in accordance with the terms thereof;
ii. the West Face Security Documents create:
1. in favour of the secured parties listed therein valid security
interests in the charged property described therein to which
the Personal Property Security Act (Ontario) (the "Ontario
PPSA") and Personal Property Security Act (British
Columbia) (the 11 BC PPSA11, and together with the Ontario
PPSA, the 11 PPSAs 11) apply;
2. a fixed and specific mortgage and charge on the lands
described in the Security Opinion (the "Lands") and
undersurface rights described in the Security Opinion (the
"Undersurface Rights");
WSLEGAL\029736\00029\ 1803121 Ov3
49
-40-
3. a charge in the mineral claims pursuant to the mineral titles
described in the Security Opinion (the "Mineral Titles");
iii. based solely on the review of search results under the PPSAs, the
security interests created by the West Face Security Documents
have been registered, filed, or recorded in all public offices where
the registration, filing, or recording thereof is required under Ontario
law and BC law to perfect the security interests created by the West
Face Security Documents in the applicable charged property
described therein to which the PPSAs apply;
iv. the mortgage and charge in the Lands and the Undersurface Rights
created by the West Face Security Documents has been registered
or recorded as required under BC law and was registered against
title to such Lands and Undersurface Rights;
v. the applicable West Face Security Documents were registered
against the Mineral Titles, and the crystallized floating charge
contained in the applicable West Face Security Documents was
registered against the Mineral Titles;
vi. the security interest of West Face in the shares of CMI issued to
CMC has been perfected by control (for th·e purposes of the
Securities Transfer Act (Ontario)).
b) As regards the Teck Security Documents:
WSLEGAL\029736\00029\18031210v3
50
- 41 -
vii. the Teck Security Documents constitute valid and binding
obligations of CMI, enforceable against CMI in accordance with
the terms thereof;
viii. the Teck Security Documents create in favour of the secured
parties listed therein valid security interests in the charged property
described therein to which the PPSAs apply;
ix. based solely on the review of search results under the PPSAs, the
security interests created by the Teck Security Documents, have
been registered, filed, or recorded in all public offices where the
registration, filing, or recording thereof is required under Ontario law
and BC law to perfect the security interests created by the Teck
Security Documents in the applicable charged property described
therein to which the PPSAs apply;
x. the mortgage and charge over the Lands created by the applicable
Teck Security Documents was registered as required under BC law
against titles to such Lands;
c) As regards the ABC Security Document
xi. the ABC Security Document constitutes valid and binding
obligations of CMI, enforceable against CMI in accordance with the
terms thereof;
- WSLEGAL\029736\00029\ I 803 I 210v3
51
-42 -
xii. the ABC Security Document creates in favour of the secured
parties listed therein valid security interests in the charged property
described therein to which the Ontario PPSA applies; and
xiii. based solely on the review of search results under the PPSAs, the
security interests created by the ABC Security Document have
been registered, filed, or recorded in all public offices where the
registration, filing, or recording thereof is required under Ontario law
to perfect the security interests created by the ABC Security
Document in the applicable charged property described therein to
which the Ontario PPSA applies.
89 The Teck Security Documents create security over a limited group of CMI assets
comprising a Sanitherm water treatment plant located at the Tulsequah Project
mine site and certain related assets.
90 The ABC Security Document creates security over amounts standing to the
credit of CMI pursuant to certain guaranteed investment certificates (11GICs 11) held
at ABC. As at October 3, 2016, the total of the GICs was $2,047,000. These
GICs support the letters of credit posted by Chieftain as security in favour of the
government agencies referenced in paragraph 26(e), above.
91 While the Security Opinion contains no opinion as to the priority or ranking of any
charge, security interest, assignment, purchase-money security interests, etc. we
note the following:
WSLEOAL\029736\00029\1803121 Ov3
52
- 43 -
a) The general registrations under the Ontario PPSA against CMI in
connection with the West Face Security Documents were effected first in
time, subject only to the limited registration in favour of Teck in connection
with the Teck Security Documents and the limited registration in favour of
ABC in connection with the ABC Security Document. There were no
subsequent registrations.
b) The general registrations under the Ontario PPSA against CMC in
connection with the West Face Security Documents are the only
registrations against CMC.
c) The general registrations under the BC PPSA against CMI in connection
with the West Face Security Documents were effected first in time, subject
only to the limited registration in favour of Teck in connection with the
Teck Security Documents. There were no subsequent registrations.
d) The registrations under the BC PPSA against CMC in connection with the
West Face Security Documents are the only registrations against CMC.
e) The registrations in the British Columbia lands titles system against the
Lands and Undersurface Rights in connection with the West Face Security
Documents were effected first in time, subject only to the limited
registration against the Lands in favour of Teck in connection with the
Teck Security Documents (which did not extend to the Undersurface
rights). There were no subsequent registrations.
WSLEOAL\029736\00029\1803121 Ov3
53
-44-
f) CMI is the recorded holder of the Mineral Titles in the mineral titles
maintained by the Mineral Titles Branch of British Columbia in accordance
with the provisions of the Mineral Tenure Act (British Columbia). The
registrations in favour of CMI in connection with West Face Security
Documents are the only registered financial charges against these Mineral
Titles.
RECEIPTS AND DISBURSEMENTS OF THE RECEIVERSHIP
92 Attached hereto as Appendix 4 is the Receiver's Interim Statement of Receipts
and Disbursements for the period September 6, 2016 to April 30, 2017 which
shows positive cash balance as at April 30, 2017 of $117,318.46. This balance
includes the $650,000 receivership borrowings, funded by way of Receiver
Certificates issued in favour of West Face in November 2016 and in April 2017.
93 There will continue to be a need to borrow funds from West Face until such time
as a sale transaction is completed by the Rece.iver. The Receiver currently
forecasts such need to be approximately $450,000.
FEES AND DISBURSEMENTS OF RECEIVER AND COUNSEL
94 Pursuant to paragraph 20 of the Appointment Order, the Receiver and its counsel
are to be paid their reasonable fees and disbursements at their standard rates
and charges, incurred both before and after the making of the Appointment
Order. Pursuant to paragraph 21 of the Appointment Order, the Receiver and its
counsel shall pass their accounts.
WSLEGAL\029736\00029\1803121 Ov3
54
- 45 -
95 The Receiver seeks to have its fees and disbursements, including those of its
legal counsel, approved by the Court. The Receiver and its counsel have
maintained detailed records of their professional time and costs.
96 The total costs for the Receiver for the period from September 6, 2016 to April
30, 2017, were $227,738.12, (including fees, disbursements, and HST). The
time spent by the Receiver is more particularly described in the Affidavit of
Jonathan Krieger sworn May 25, 2017 (the "Krieger Affidavit"), which is
attached hereto as Appendix 19 and contains copies of invoices that set out the
services provided during this time period.
97 The total costs of Bennett Jones, as legal counsel to the Receiver, for the period
from September 6, 2016 to April 30, 2017, were $249, 131.70 (including fees,
disbursements, and HST). The time spent by Bennett Jones is more particularly
described in the Affidavit of Danish Afroz sworn May 26, 2017, which is attached
as Appendix 20 and contains, among other things, copies of invoices that set
out the services provided during this period of time.
98 It is the Receiver's opinion that the fees and disbursements of the Receiver and
Bennett Jones accurately reflect the work done by the Receiver and on behalf of
the Receiver by Bennett Jones in connection with the receivership and the
administration of the Property from September 6, 2016 to April 30, 2017.
99 It is the Receiver's opinion that the fees and disbursements of Bennett Jones are
fair and reasonable and justified in the circumstances. The Receiver
recommends approval of Bennett Jones' accounts by this Honourable Court.
WSLEGAL\029736\00029\1803121 Ov3
55
-46-
CONCLUSION
100 For the reasons set out in this First Report, the Receiver respectfully requests
that the Court grant an Order for the relief set out at paragraph 4 of the First
Report.
ALL OF WHICH IS RESPECTFULLY SUBMITTED this 26th day of May, 2017.
GRANT THORNTON LIMITED, IN ITS CAPACITY AS COURT-APPOINTED RECEIVER OF CH IN METALS INC. AND C EFT IN METALS CORPORATION,
D NO IN ITS PERSONAL OR CORPORATE CAPACITY
athan Krieger, CPA, CA, CIRP, LIT nior Vice-President
WSLEGAL\029736\00029\ 1803121 Ov3
56
57
APPENDIX "1"
TI-IE HONOURABLE
MR. JUSTICE NEWBOULD
~ .,~ < ;; ·,i· ,. ,,- ',, -1-
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
TUESDAY, THE6t11 DAY
OF SEPTEMBER, 2016
WEST FACE CAPITAL INC., as Agent
J l
- and -
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
ORDER (Appointing Receiver)
Applicant
Respondents
THIS APPLICATION made by the Applicant for an Order pursuant to section 243(1) of
the Bankruptcy and lnsolve11cy Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101
of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA'') appointing Grant
Thornton Limited as receiver-and manager (in such capacities; the "Receiver") without security,
of all of the assets, undertakings and properties of Chieftain Metals Inc. and Chieftain Metals
Corp. (collectively, the "Debtors") acquired for, or used in relation 'to a business carried on by the
Debtors, was heard this day at ~30 University Avenue, Toronto, Ontario.
ON READING the affidavit of Peter Fraser sworn August 30, 2016 and the Exhibits
thereto and the pre-filing report of Grant Thornton Limited dated August 30, 2016 (the 1'Pre
Filing Report") and on hearing the submissions of counsel for the Applicant, counsel for Grant
Thornton Limited and such other counsel as may be present, no one else appearing although duly
served as appears from the affidavit of service of Rachael Belanger sworn August 31, 2016, the
58
-2-
affidavit of service of Rachael Belanger sworn September 1, 2016, filed, and on reading the
consent of Grant Thornton Limited to act as the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the Application Record and the
Application is hereby abridged and validated so that this Application is properly returnable today
and hereby dispenses with further service thereof.
APPOINTMENT
2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of
the CJA, Grant Thornton Limited is hereby appointed Receiver, without security, of all of the
assets, undertakings and properties of the Debtors acquired for, or used in relation to a business
canied on by the Debtors, including all proceeds thereof (the "Property").
RECEIVER'S POWERS
3. THIS COURT ORDERS that the Receiver is not authorized or permitted to operate or
conduct the business of the Debtors; provided, however, that the Receiver is hereby empowered
and authorized, but not obligated, to take such steps as are necessary (or cause the Debtors to
take such steps as are necessary) to protect, preserve, and secure the Tulsequah Project (as
defined in the Pre-Filing Report).
4. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not
obligated, to act at once in respect of the Property and, without in any way limiting the generality
of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the
following where the Receiver considers it necessary or desirable:
(a) to take possession of and exercise control over the Property and any and
all proceeds, receipts and disbursements arising out of or from the
Property;
(b) to receive, preserve, and protect the Property, or any part or parts thereof,
including, but not limited to, the changing of locks and security codes, the
59
- 3 -
relocating of Property to safeguard it, the engaging of independent
security personnel, the taking of physical inventories and the placement of
such insurance coverage as may be necessary or desirable;
( c) to manage, operate, and can-y on the business of the Debtors, including the
powers to enter into any agreements, incur any obligations in the ordinary
course of business, cease to caiTy on all or any part of the business, or
cease to perform any contracts of the Debtors;
( d) to engage consultants, appraisers, agents, experts, auditors, accountants,
managers, counsel and such other persons from time to time and on
whatever basis, including on a temporary basis, to assist with the exercise
of the Receiver's powers and duties, including without limitation those
conferred by this Order;
(e) to purchase or lease such machinery, equipment, inventories, supplies,
premises or other assets to continue the business of the Debtors or any pait
or parts thereof;
(f) to receive and collect all monies and accounts now owed or hereafter
owing to the Debtors and to exercise all remedies of the Debtors in
collecting such monies, including, without limitation, to enforce any
security held by the Debtors;
(g) to settle, extend or compromise any indebtedness owing to the Debtors;
(h) to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Property, whether in the Receiver's name or in the
name and on behalf of the Debtors, for any purpose pursuant to this Order;
(i) to initiate, prosecute and continue the prosecution of any and all
proceedings and to defend all proceedings now pending or hereafter
instituted with respect to the Debtors, the Property or the Receiver, and to
settle or compromise any such proceedings. The authority hereby
60
~4-
conveyed shall extend to such appeals or applications for judicial review
in respect of any order or judgment pronounced in any such proceeding;
U) to market any or all of the Property, including advertising and soliciting
offers in respect of the Property or any part or parts thereof and
negotiating such tem1s and conditions of sale as the Receiver in its
discretion may deem appropriate;
(k) to sell, convey, transfer, lease or assign the Property or any part or parts
thereof out of the ordinary course of business,
(i) without the approval of this Court in respect of any transaction not
exceeding $100,000, provided that the aggregate consideration for
all such transactions does not exceed $250,000; and
(ii) . with the approval of this Court in respect of any transaction in
which the purchase price or the aggregate purchase price exceeds
the applicable amount set out in the preceding clause;
and in each such case notice under subsection 63(4) of the Ontario
Personal Property Security Act, subsection 59(10) of the British Columbia
Personal Property Security Act, or section 31 of the Ontario Mortgages
Act, as the case may be, shall not be required, and in each case the
Ontario Bulk Sales Act shall not apply, ·
(I) to apply for any vesting order or other orders necessary to convey the
Prope1iy or any pa1i or parts thereof to a purchaser or purchasers thereof,
free and clear of ariy liens or encumbrances affecting such Property;
(m) to assign either or both of the Debtors into bankruptcy;
(n) to report to, meet with and discuss with such affected Persons (as defined
below) as the Receiver deems appropriate on all matters relating to the
Property and the receivership, and to share information, subject to such
terms as to confidentiality as the Receiver deems advisable;
61
( o) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
(p) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
on behalf of and, if thought desirable by the Receiver, in the name of the
Debtors;
(q) to enter into agreements with any trustee in bankruptcy appointed in
respect of the Debtors, including, without limiting the generality of the
foregoing, the ability to enter into occupation agreements for any property
owned or leased by the Debtors;
(r) to exercise any shareholder, partnership, joint venture or other rights
which the Debtors may have; and
(s) to take any steps reasonably incidental to the exercise of these powers or
the perfonnance of any statutory obligations.
and in each case where the Receiver takes any such actions or steps, it shall be exclusively
authorized and empowered to do so, to the exclusiort of all other Persons (as defined below),
including the Debtors, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
5. THIS COURT ORDERS that (i) the Debtors, (ii) all of each Debtors' current and former
directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other
persons acting on its instructions or behalf, and (iii) all other individuals, finns, corporations,
governmental bodies or agencies, or other entities having notice of this Order (all of the
foregoing, collectively, being 11Persons 11 and each being a "Person") shall forthwith advise the
Receiver of the existence of any Property in such Person's possession or control, shall grant
immediate and continued access to the Property to the Receiver, and shall deliver all such
Property to the Receiver upon the Receiver's request.
62
~ 6-
6. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
records, and any other papers, records and information of any kind related to the business or
affairs of the Debtors, and any computer programs, computer tapes, computer disks, or other data
storage media containing any such infonnation (the foregoing, collectively, the 11Records 11) in
that Person's possession or control, and shall provide to the Receiver or permit the Receiver to
make, retain and take away copies thereof and grant to the Receiver unfettered access to and use
of accounting, computer, software and physical facilities relating thereto, provided however that
nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,
or the granting of access to Records, which may not be disclosed or provided to the Receiver due
to the privilege attaching to solicitor~client communication or due to statutory provisions
prohibiting such disclosure.
7. THIS COURT ORDERS that if any Records are stored or otherwise contained on a
computer or other electronic system of infonnation storage, whether by independent service
provider or otherwise, all Persons in possession or control of such Records shall forthwith give
unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully
copy all of the information contained therein whether by way of printing the information onto
paper or making copies of computer disks or such other manner of retrieving and copying the
information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy
any Records without the prior written consent of the Receiver. Further, for the purposes of this
paragraph, all Persons sl}all provide the Receiver with all such assistance in gaining immediate
access to the information in the Records as the Receiver may in its discretion require including
providing the Receiver with instructions on the use of any computer or other system and
providing the Receiver with any and all access codes, account names and account numbers that
may be required to gain access to the information.
8. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords
with notice of the Receiver's intention to remove any fixtures from any leased premises at least
seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled
to have a representative present in the leased premises to observe such removal and, if the
landlord disputes the Receiver's entitlement to remove any such fixture under the provisions of
63
-7-
the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any
applicable secured creditors, such landlord and the Receiver, or by further Order of this Court
upon application by the Receiver on at least two (2) days notice to such landlord and any such
secured creditors.
NO PROCEEDINGS AGAINST THE RECEIVER
9. THIS COURT ORDERS that no proceeding or enforcement process in any court or
tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except
with the written consent of the Receiver or with leave of this Court.
NO PROCEEDINGS AGAINST THE DEBTORS OR THE PROPERTY
10. THIS COURT ORDERS that no Proceeding against or in respect of the Debtors or the
Prope1ty shall be commenced or continued except with the written consent of the Receiver or
with leave of this Court and any and all Proceedings currently under way against or in respect of
the Debtors or the Property are hereby stayed and suspended pending further Order of this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
11. THIS COURT ORDERS that all rights and remedies against the Debtors, the Receiver, or
affecting the Property, are hereby stayed and suspended except with the written consent of the
Receiver or leave of this Court, provided however that this stay and suspension does not apply in
respect of any "eligible financial contract" as 'defined in the BIA, and further provided that
nothing in this paragraph shall (i) empower the Receiver or the Debtors to carry on any business
which the Debtors are not lawfully entitled to cany on, (ii) exempt the Receiver or the Debtors
from compliance with statutory or regul~tory provisions relating to health, safety or the
environment, (iii) prevent the filing of any registration to preserve or perfect a security interest,
or (iv) prevent the registration of a claim for lien.
NO INTERFERENCE WITH THE RECEIVER
12. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere
with, repudiate, tem1inate or cease to perfo1m any right, renewal right, contract, agreement,
licence or permit in favour of or held by the Debtors, without written consent of the Receiver or
leave of this Comt.
64
- 8 -
CONTINUATION OF SERVICES
13. THIS COURT ORDERS that all Persons having oral or written agreements with the
Debtors or statutory or regulatory rnandates for the supply of goods and/or services, including
without limitation, all computer software, communicatiOn and other data services, centralized
banking services, payroll services, insurance, transportation services, utility or other services to
the Debtors are hereby restrained until further Order of this Court from discontinuing, altering,
interfering with or tenninating the supply of such goods or services as may be required by the
Receiver, and that the Receiver shall be· entitled to the continued use of the Debtors' current
telephone numbers, facsimile numbers, internet addresses and domain names, provided in each
case that the normal prices or charges for all such goods or services received after the date of this
Order are paid by the Receiver in accordance with normal payment practices of the Debtors or
such other practices as may be agreed upon by the supplier or service provider and the Receiver,
or as may be ordered by this Court.
RECEIVER TO HOLD FUNDS
14. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of
payments received or collected by the Receiver from and after the making of this Order from any
source whatsoever, including without limitation the sale of all or any of the Property and the
collection of any accounts receivable in whole or in part, whether in existence on the date of this
Order or hereafter coming into existence, shall be deposited into one or more new accounts to be
opened by the Receiver (the 11 Post Receivership Accounts'') and the monies standing to the credit
of such Post Receivership Accounts from time to time,- net of any diSbui·serrients provided for
herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any
further Order of this Court.
EMPLOYEES
15. THIS COURT ORDERS that all employees of the Debtors shall remain the employees of
. the Debtors until such time as the Receiver, on the Debtors' behalf, may terminate the
employment of such employees. The Receiver shall not be liable for any employee-related
liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of
the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in
65
- 9-
respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner
Protection Program Act.
PIPED A
16. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal
Information Protection and Electronic Documents Act or subsection 18( I)( o) of the British
Columbia Personal Information Protection Act, the Receiver shall disclose personal information
of identifiable individuals to prospective purchasers or bidders for the Property and to their
advisors, but only to the extent desirable or required to negotiate and attempt to complete one or
more sales of the Property (each, a 11Sale 11). Each prospective purchaser or bidder to whom such
personal information is disclosed shall maintain and protect the privacy of such information and
limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale,
shall return all such information to the Receiver, or in the alternative destroy all such
information. The purchaser of any Property shall be entitled to continue to use the personal
information provided to it, and related to the Property purchased, in a manner which is in all
material respects identical to the prior use of such information by the Debtors, and shall return all
other personal information to the Receiver, or ensure that all other personal information is
destroyed.
LIMIT A TI ON ON ENVIRONMENTAL LIABILITIES
17. THIS COURT ORDERS that nothing herein contained shall require the Receiver to
occupy or to take co11t!~ol, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Prope1iy that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act, the Canada Fisheries
Act, the British Columbia Environmental Management Act, and the British Columbia Fish
Protection Act, and regulations thereunder (collectively, the "Environmental Legislation"),
66
- 10-
provided however that nothing herein shall exempt the Receiver from any duty to report or make
disclosure imposed by applicable Environmental Legislation. The Receiver shall not, as a result
of this Order or anything done in pursuance of the Receiver's duties and powers under this Order,
be deemed to be in Possession of any of the Property within the meaning of any Environmental
Legislation, unless it is actually in possession.
18. THIS COURT ORDERS that the Receiver shall not be liable for any mine closure or
environmental and land rehabilitation-related liabilities or obligations in respect of or in any way
related to the Property (or caused by or resulting from any matter or thing originating on or
coming from the Property), including as provided for in the British Columbia Mines Act, any
regulations or codes thereunder, or pursuant to any order or direction issued under the
Environmental Legislation.
LIMITATION ON THE RECEIVER'S LIABILITY
19. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result
of its appointment or the canying out the provisions of this Order, save and except for any gross
negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5)
or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order
shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any
other applicable legislation.
RECEIVER'S ACCOUNTS
20. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their
reasonable fees and disbursements, in each case at their standard rates and charges unless
otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to
the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the
Property, as security for such fees and disbursements, both before and after the making of this
Order in respect of these proceedings, and that the Receiver's Charge shall form a first charge on
the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory
or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the
BIA.
67
- 11 -
21. THIS COURT ORDERS that tbe Receiver and its legal counsel shall pass its accounts
from time to time, and for this purpose the accounts of the Receiver and its legal counsel are
hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
22. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at
liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its
fees and disbursements, including legal fees and disbursements, incurred at the standard rates
and charges of the Receiver or its counsel, and such amounts shall constitute advances against its
remuneration and disbursements when and as approved by this Court.
FUNDING OF THE RECEIVERSHIP
23. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to
borrow by way of a revolving credit or otherwise, such monies from time to time as it may
consider necessary or desirable, provided that the outstanding principal amount does not exceed
$1,000,000 (or such greater amount as this Court may by further Order authorize) at any time, at
such rate or rates of interest as it deems advisable for such period or periods of time as it may
anange, for the purpose of funding the 'exercise of the powers and duties conferred upon the
Receiver by this Order, including interim expenditures. The whole of the Property shall be and
is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as
security for the payment of the monies borrowed, together with interest and charges thereon, in
priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise,
in favour of any Person, but subordinate in priority to the Receiver's Charge and the charges as
set out in sections 14. 06(7), 81.4( 4 ), and 81. 6(2) of the BIA.
24. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other
security granted by the Receiver in connection with its borrowings under this Order shall be
enforced without leave of this Court.
25. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates
substantially in the form annexed as Schedule "A" hereto (the "Receiver's Certificates") for any
amount bonowed by it pursuant to this Order.
68
- 12-
26. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver
pursuant to this Order or any further order of this Court and any and all Receiver's Certificates
evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed
to by the holders of any prior issued Receiver's Certificates.
SERVICE AND NOTICE
27. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the
HProtocol") is approved and adopted by reference herein and, in this proceeding, the service of
documents made in accordance with the Protocol (which can be found on the Commercial List
website at http://www.ontariocourts.ca/scj/practice/practicewdirections/toronto/e-service
protocol/) shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute
an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to
Rule 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of
documents in accordance with the Protocol will be effective on transmission. This Comt further
orders that a Case Website shall be established in accordance with the Protocol with the
following URL http://www.grantthomton.ca/Chieftain_Metals.
28. THIS COURT ORDERS that if the service or distribution of documents in accordance
with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any
other materials and orders in these proceedings, any notices or other co1Tespondence, by
forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile
transmission to the Debtors' creditors or other interested parties at their respective addresses as
last shown on the records of the Debtors and that any such service or distribution by courier,
personal delivery or facsimile transmission shall be deemed to be received on the next business
day following the date of forwarding thereof, or if sent by ordinary mail, on the third business
day after mailing.
GENERAL
29. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for
advice and directions in the discharge of its powers and duties hereunder.
69
~ 13 -
30. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting
as a trustee in bankruptcy of the Debtors.
3 J. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States to give
effect to this Order and to assist the Receiver and its agents in canying out the terms of this
Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully
requested to make such orders and to provide such assistance to the Receiver, as an officer of this
Court, as may be necessary or desirable to give. effect to this Order or to assist the Receiver and
its agents in canying out the terms of this Order.
32. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in carrying out the terms of this Order, and
that the Receiver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jmisdiction outside
Canada.
33. THIS COURT ORDERS that the Applicant shall have its costs of this Application, up to
and including entry and service of this Order, provided for by the terms of the Applicant's
security or, if not so provided by the Applicant's security, then on a substantial indemnity basis
to be paid by the Receiver from the Debtors' estate with such priority and at such time as this
Court may determine ..
34. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not Jess than seven (7) days' notice to the Receiver and to any other party
likely to be affected by the order sought or upon such other notice, if any, as this Court may
order.
~r-· ENTERED AT I INSCH!TAiORONTO . . . . ~-""'--···~-·-· ON/BOOK NO: LE I DANS LE REGISTRE NO:
SEP 0 6 2016
PER/PA~
70
CERTIFICATE NO.[•]
AMOUNT$[•]
SCHEDULE "A"
RECEIVER CERTIFICATE
1. THIS IS TO CERTIFY that GRANT THORNTON LIMITED, the receiver and manager
(in such capacities, the "Receiver") of the assets, undertakings and properties of CHIEFTAIN
METALS INC. and CHIEFTAIN METALS CORP. (collectively, the "Debtors'') acquired for, or
used in relation to a business carried on by the Debtors, including all proceeds thereof
(collectively, the "Property") appointed by Order of the Ontario Superior Comi of Justice
(Commercial List) (the "Court") dated the[•] day of[•], 2016 (the 11 0rder") made in an action
having Court file number CV-16-11511-00CL, has received as such Receiver from the holder of
this certificate (the "Lender") the principal sum of $-·--,~~, , being part of the total
principal sum of $ __ ,~,, .... .,,.,,,, _____ ,, which the Receiver is authorized to bo1rnw under and
pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with
interest thereon calculated and compounded [daily] [monthly not in advance on the ·-· --·· day
of each month] after the date hereof at a notional rate per annum equal to the rate of per
cent above the prime commercial lending rate of.--~~----~··· from time to time,
3. Such principal sum with interest thereon is, by the terms of the Order, together with the
principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the
Order or to any further order of the Court, a charge upon the whole of the Property, in priority to
the security interests of any other person, ~ut subject to the priority of the charges set out in the
Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself
out of such Property in respect of its remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at
the main office of the Lender at Toronto, Ontario.
5. Until all liability in respect of this ce1iificate has been terminated, no certificates creating
charges ranking or purporting to rank in priority to this ce1iificate shall be issued by the Receiver
71
- 2 -
to any person other than the holder of this certificate without the prior written consent of the
holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal with
the Property as authorized by the Order and as authorized by any further or other order of the
Court.
7. The Receiver does not undertake, and it is not under any personal liability, to pay any
sum in respect of which it may issue certificates under the terms of the Order.
DATED the __ day of-··-·---·-··---·---·-··,.-···" 20, ___ .
GRANT THORNTON LIMITED, solely in its capacity as Receiver of the Property, and not in its personal capacity
Per:
Name:
Title:
72
Court File No. CV-16-11511-00CL
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BA.NKR.UPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; At'ID SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS Al\1ENDED
WEST FACE CAPITAL INC., AS AGENT
Applicant
- and - CHIEFTAIN METALS INC. AND CHIEFr AIN :METALS CORP.
j
Respondents
ONTARIO SUPERIOR COURT OF JUSTICE
{CO:MMERCIAL LIST)
PROCEEDINGS COMMENCED AT TORONTO
I ORDER J (Appointing Receiver) l
BORDEN LADNER GERY AIS LLP 40 King Street West
Toronto, Ontario M5H3Y4
ROGER JAIPARGAS Tel: (416) 367-6266 Fax: (416) 361-7067
IN THE MATTER OF AN APPLICATIO~ PURSUANT TO SECTlON 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
, WEST FACE CAPITAL INC., AS AGENT - and- CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985,
c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.0.1990, c, C.43, AS AMENDED
INTRODUCTION
REPORT OF GRANT THORNTON LIMITED, THE PROPOSED RECEIVER
AUGUST 30, 2016
1. This report (11Report11) Is filed by Grant Thornton Limited C'GTL") In Its capacity as
the proposed receiver (In that capacity, the "Proposed Receiver'') of all of the
assets, properties and undertakings of Chieftain Metals Inc. ("CMI") and Chieftain
Metals Corp. ("CMC") (together, the "Companies"), pursuant to section 243(1) of
the Bankruptcy and Insolvency Act, R.S.C. 1986, c.8"3, as amended (the "BIA")
1
WSLEGAL\029736\00029\l 5727512v2
78
and section 101 of the Coutts of Justice Act, R.S.O. 1990, c.C.43, as amended
(the "CJA").
2. This Report has been prepared In connection with an appllcatlon made to the
Ontario Superior Court of Justice (Commercial List) (the "Court") by West Face
Capital Inc. ("West Face"), as agent for West Face Long Term Opportunities
Global Master LP. (the ''Lender''), seeking an Order (the "Appointment Order'')
(substantially in the form of the draft Appointment Order Included In the
Appllcatlon Record filed by West Face), pursuant to section 243(1) of the BIA
and section 101 of the CJA appointing the Proposed Receiver as receiver over
all of the assets, properties and undertakings of the Companies and this Report
should not be relied on for any other purpose.
3. GTL ls a licensed trustee within the meaning of section 2 of the BIA and has
consented to act as receiver in these proceedings in the event that this
Honourable Court grants the Appointment Order. As noted in further detall
below, GTL has been acting as financial advisor to West Face in respect of the
Companies since April 3, 2016 and has been receiving, reviewing and discussing
weekly status updates, Including cash flows, from and with the Companies, and
therefore has familiarity with the assets, business and affairs of the Companies.
4. The purposes of this Report are to:
a) Provide certain background Information about the Companies and the
events leading up to this application;
2
WSLEGAL\029736\00029\157275 l 2v2
79
b) Summarize the various pre-filing sales and Investment solicitation
efforts of the Companies and their advisors, and
c) Recommend that this Honourable Court grant the Appointment Order.
5. Unless otherwise noted, all currency amounts contained in this Report are
expressed In Canadian dollars.
DISCLAIMER
6. In preparing this Report, the Proposed Receiver has relied upon unaudited and
draft financial Information provided to It by the Companies and discussions with
various parties, Including senior management of the Companies ("Management")
and West Face. The Proposed Receiver has not audited, reviewed or otherwise
attempted to verify the accuracy or completeness of the financial Information
provided to It and expresses no opinion, or other form of assurance, In respect of
the financial information contained in this Report. The Proposed Receiver has no
reason to believe that the financial information reviewed Is not complete or
otherwise inaccurate. The Proposed Receiver reserves the right to refine or
amend its comments and findings as further information Is obtained or brought to
its attention subsequent to the date of this Report.
GTL'S PRIOR ROLE
7. The Proposed Receiver notes that, prior to West Face's application for the
appointment of a receiver, GTL was engaged on April 3, 2016 by West Face as a
financial advisor to, among other things, review the assets, business and affairs
of the Companies as well as their efforts to locate Investors or partners for the
3
WSLEGAL\029736\00029\ I 57275 I 2v2
80
business. In addition, GTL monitored the on-going operations, cash flows,
compliance with the forbearance agreement (as detailed In the Fraser Affidavit,
defined below) and the sales and investor solicitation initiatives subsequently
commenced by the Companies and their advisors.
8. The Proposed Receiver notes that the engagement letter under which GTL was
appointed as financial advisor on April 3, 2016 and to which the Companies
consented, states:
"For the same consideration, notwithstanding the Lender's appointment of the Financial Advisor, It is also understood and agreed that the Lender is not precluded from appointing, or seeking the appointment of, Grant Thornton Limited as a Monitor, Receiver, Interim Receiver, Receiver and Manager, Trustee In Bankruptcy or Agent, for the purpose of realizing upon the Lender's security, if the Lender considers same necessary or appropriate. It Is further understood that Grant Thornton Limited may, if necessary or desirable, accept any appointment contemplated by the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada) and that In the course of any such engagement, Grant Thornton Limited may use the Information acquired by It as the Financial Advisor hereunder."
9. The Companies consented to the engagement of GTL on the foregoing terms.
BACKGROUND
1 o. Further details regarding the background of the Companies and their recent
dealings with West Face can be found in the Affidavit of Peter Fraser, sworn
August 30, 2016 (the "Fraser Affidavit"). This Report should be read in
conjunction with the Fraser Affidavit.
11. CMC Is a reporting Issuer whose principal business Is the acquisition, exploration
and development of mineral properties. CMC was Incorporated on April 1 o, 2013
4
WS LEOAL\029736\00029\1 S727512v2
81
under the Business Corporations Act (Ontario) (the "OBCA") and is the parent
company and sole shareholder of CMI. CMC trades on the TSX Venture
Exchange under the ticker symbol "CFS".
12. CMI was originally incorporated under the OBCA on November 16, 2009. It has
has no subsidiaries.
13. CMl's principal asset, purchased on or about September 201 O through a
previous receivership proceeding that Is unrelated to this application, Is an area
of land known as the Tulsequah Project which consists of 65 mineral claims and
Crown grants covering approximately 32, 722 hectares located in northwestern
British Columbia (collectively, the "Tulsequah Project"). The Tulsequah Project
was previously owned and operated by a predecessor of Teck Resources
Limited.
14. The Proposed Receiver understands that the Tulsequah Project is not operating,
but Is in "care and maintenance" mode, and Is being overseen by a small number
of employees.
15. To date, the Proposed Receiver understands that the Companies' business has
principally focused on the advancement and development of the Tulsequah
Project deposit.
16. Although certain developmental matters have been advanced at the Tulsequah
Project since it was purchased by CMI (e.g., key permits have been secured and
support from the Government of British Columbia and First Nations has
improved), the Tulsequah Project still remains at the pre~development stage and
5
WSLEOAL\029736\000291157275 I 2v2
82
as is common with many development companies, the Companies have Invested
significant time and resources attempting to raise financing for future exploration,
engineering, development and operational activities.
17. West Face SPV (Cayman) Ill Inc. ("West Face Cayman"), a wholly owned
subsidiary of the Lender, Is the holder of two unsecured convertible debentures.
The first was Issued on August 15, 2013 In the principal amount of $500,000 and
the second Issued on September 24, 2013 In the principal amount of $1 million,
both of which are described in the Fraser Affidavit. Together, the Proposed
Receiver understands that these funds were provided by West Face and the
Lender to the Companies In part to help fund the Companies' exploration and
other efforts, as described above.
18. On July 4, 2014, West Face (as agent), the Lender, CMI (as borrower) and CMC
(as guarantor), entered Into a loan agreement, as amended on March 31, 2015
and May 10, 2016 (as may be further amended, restated or otherwise modified
from time to time, the "Loan Agreement") for West Face and the Lender to
provide the Companies two tranches of capital In aggregate equal to $19.127
mllllon, including a $7.5 million first tranche and $11.627 million second tranche
(together, the "Bridge Loans"). The first tranche was advanced immediately and
was specifically earmarked to enable the Companies to update a feasibility study
to, among other things, reduce the Tulsequah Project's scale and required pre
production capital, as well as for general working capital purposes. The second
tranche was made available to the Companies to enable the Companies to
satisfy an obligation to repay the Canadian-dollar equivalent of the US$1 b million
6
WSLBOAL\029736\00029\157275 I 2v2
83
owing by the Companies under a gold and silver purchase and sale (I.e.
streaming) agreement.
19. As a result of working capital needs, on March 31, 2015, the Companies sought,
and West Face agreed to, amend the Loan Agreement to, among other things,
defer all cash interest payments on the Bridge Loans until March 31, 2016.
20. Also as a result of further working capital needs, on December 22, 2015, the
Companies sought and, after several discussions with the Companies about their
2016 budget and fundralslng expectations, West Face agreed to Invest a further
$1.6 million In a demand promissory note Issued by CMI and guaranteed by
CMC. The Proposed Receiver understands that this Investment was intended to
provide the Companies with sufficient capital to operate through mid to late 2016,
by which time the Companies advised West Face they were confident they could
secure new third-party Investments.
21. On May 27, 2016, the Companies sought and West Face agreed to invest a
further $100,000 In a demand promissory note Issued by CMI and guaranteed by
CMC (together, with the demand promissory note dated December 22, 2016, the
"Promissory Notes"). The Promissory Notes formed part of the "Obligations" as
defined In the Loan Agreement.
22. As security for Its obligations under the Loan Agreement, CMI, (among other
things), granted security upon all of Its assets, properties and undertakings to
West Face, as agent for the benefit of itself and the Lender.
7
WSLEGAL\029736\00029\15727312v2
84
23. CMG unconditionally guaranteed the obligations of CMI to West Face and the
Lender under the Loan Agreement pursuant to a guarantee dated July 4, 2014
made by CMG, as amended, restated or otherwise modified from time to time. In
support of Its obligations under Its guarantee, CMG granted security upon all of
Its assets, properties and undertakings to West Face for the benefit of Itself and
the Lender, pursuant to a security agreement dated July 4, 2014 and pledged all
of Its shares In CMI pursuant to a securities pledge agreement dated July 4,
2014, in both cases as may be amended, restated or otherwise modified from
time to time.
24. Approximately 24.8% per cent of the Issued capital of CMG was previously
owned by the Lender, but is now owned by West Face Cayman. West Face's
shareholdings in the Companies were generally derived from the Companies'
share offerings that the Lender participated In, including the offering which
provided CMI capital to purchase the Tulsequah Project.
25. Completing the foregoing financing arrangements with West Face, among others,
enabled the Companies to continue their efforts to both advance the Tulsequah
Project to a development-ready state and, In parallel, attract Investors to finance
the Companies for the development of the Tulsequah Project. In this regard, the
Proposed Receiver understands that Management advised West Face that they
had spent considerable time and resources contacting various potential investors
as part of a primarily lnternally .. run, multl~year ongoing process to solicit both
short-term llquldlty and comprehensive project development Investments.
Speclfically, Management prepared an extensive investor target list along with
8
WSLEGAL\029736\00029\157275 J 2v2
85
Investor presentations tailored to many of the prospective investors, populated
and provided access to a comprehensive onllne data room, attended various
mining conferences globally to present the Tulsequah Project and met with both
mining competitors and investors, and compiled various other diligence
materials.
26. Management has also directly provided GTL with a "Corporate Development
Contact List/Log" which sets out that, since 2012, Management has contacted
over 165 potentially Interested parties, comprised of over 125 prospective
investors (project financing institutions, private equity and other financial
investors, mining competitors and royalty/streaming companies), as well as over
35 other parties (advisors and bankers, contractors, suppliers, and traders).
27. Although Management's internally-run process did engage a number of
interested Investors, including a small number that performed detailed due
diligence on the Tulsequah Project, it was ultimately unsuccessful in attracting
and closing any working or development capital investments.
28. With the Companies unable to secure funding to finance either near"term working
capital or the development of the entire Tulsequah Project, and with the Lender
unprepared to Invest any further capital, West Face and the Lender became
Increasingly concerned about the viability of the Companies' business.
29. The inability of the Companies to raise capital In order to fund operations and to
honour their obllgatlons to West Face resulted In certain defaults under the Loan
Agreement. Details of such defaults are provided In the Fraser Affidavit.
9
WSLEGAL\029736\00029\15727S 12v2
86
30. Due to the defaults and subsequent discussions among the parties to the Loan
Agreement, the parties entered Into a forbearance agreement dated May 10,
2016 (the 11Forbearance Agreement"), which provided the Companies a further
period of time to continue to seek both other sources of financing as well as the
sale of an Interest In or the entire Tulsequah Project through a sale and Investor
solicitation process ("SISP"). Further details on the SISP are set out below. The
Lender supported the implementation of a SISP by the Companies since It would
formalize and add discipline to the various marketing efforts pursued by
Management over the preceding several years. The SISP would also expand the
scope of Management's prior marketing efforts to Include an outright sale of the
Companies.
MONITORING UNDER THE FORBEARANCE AGREEMENT
31. The Forbearance Agreement contained various commitments made by the
Companies and provided for the monitoring thereof by GTL, which included, but
was not limited to, the Companies agreeing:
a) to only disburse monies in the ordinary course of business;
b) to maintain In good standing all licenses and permits;
c) to comply with all applicable environmental laws and notify West Face
forthwith upon learning of any non-compliance with environmental laws;
d) to ensure that Its assets, properties and undertakings are secure at all
times, that all of its equipment is maintained in a reasonable condition
10
WSLEOAL\029736\00029\l 5727SI 2v2
87
and that adequate Insurance Is maintained in respect of its assets at all
times;
e) to immediately notify West Face of any third party proceedings;
f) to provide GTL, on a weekly basis, a rolling 13 week cash flow projection
(the "Cash Flow Projections") with explanations for variances relating
to the prior week forecast to actual results, as well as certain cash
receipts and disbursements analyses; and
g) to retain a financial advisor or Investment bank to assist with the
development and execution of a SISP.
32. The weekly Cash Flow Projections provided to GTL since the execution of the
Forbearance Agreement (the last of which was received on August 101h)
consistently indicated that CMI would run out of cash In late August 2016. In
fact, all Cash Flow Projections provided by CMI on June 28th through to August
101h have Indicated additional funding would be needed after the week ending
August 191h. Moreover, on July 281
h, CMI advised GTL that the June and July
rent payments for its head office in Toronto have not been made In an effort to
preserve cash for other critical payments.
ENGAGEMENT OF ENDEAVOUR TO IMPLEMENT SISP
33. In accordance with their obligations pursuant to the Forbearance Agreement, the
Companies Interviewed various Investment banking firms with relevant
experience in the global mining sector In order to develop and execute the SISP.
The primary purpose of engaging an Independent financial advisor or Investment
11
WSLBGAL\029736\00029\l 57275 l 2v2
88
banking firm to implement the SISP was to bring greater discipline, rigor, scope,
structure and formality to the Companies' own financing efforts, which, as noted
above, had been on-going without success over the past few years.
34. At the conclusion of the selection process, on May 16, 2016, the Companies
engaged Endeavour Financial Limited (Cayman) (operating from their London,
UK office) ("Endeavour''), a global finance advisory firm founded in 1988 and
exclusive to the natural resources sector, whose services Include providing
advice and executing assignments for companies seeking structured finance,
project finance and mergers and acquisitions services and who are specialists In
providing solutions for junior single-asset companies. After a period of
discussion, in order for Endeavour to understand the Tulsequah Project and the
Companies' previous efforts to locate investors and partners, Endeavour
developed and began executing a SISP which Included:
a) preparing and launching a short-form teaser document;
b) preparing an Information memorandum and base case financial model;
c) updating the Companies' data room;
d) conducting meetings and presentations; and
e) assisting with due diligence and indicative term sheets/letters of Intent.
35. Endeavour advised that it has contacted over 170 financial institutions,
Investment and private equity firms, mining companies, trading companies,
royalty/streaming companies and supplier/contractor companies, with a primary
12
WSLEOAL\029736\00029\15727512v2
89
view to soliciting Interest for an opportunity to Invest In or purchase the
Tulsequah Project.
RESULTS OF SISP AND SUBSEQUENT DEVELOPMENTS
36. Although certain parties have indicated some Interest, the SISP ultimately did not
result in a letter of intent or other form of commitment letter, which was
acceptable to the Companies or West Face.
37. On July 21, 2016, recognizing the pending August 2, 2016 expiration of the
Forbearance Agreement, the Companies put forth a proposal to West Face (the
"July 21st Proposal") which Included a request for a one year extension of the
Forbearance Agreement and for further funding of $2 million, by way of a new
promissory note.
38. On July 26, 2016, GTL and representatives of West Face and the Companies
met to discuss the SISP being conducted by Endeavour, as well as the
aforementioned proposal from the Companies.
39. As more particularly described in the Fraser Affidavit, after due consideration and
discussion, on July 27, 2016, West Face advised that the terms of the proposal
put forth by the Companies were not acceptable to West Face.
40. The Forbearance Agreement expired on August 2, 2016 and was not extended.
41. On August 5, 2016, the Companies put forth a new proposal to West Face, which
is described In detail In the Fraser Affidavit.
42. On August 15, 2016, GTL understands West Face conducted a conference call
with members of Endeavour. West Face was advised that there had been no
13
WSLEGAL\029736\00029\157275 l 2v2
90
material developments In the SISP. Endeavour also advised that It had become
clear from discussions with potential Investors that the Companies likely needed
to secure other forms of financing for the development of Tulsequah Project prior
to attracting equity Investors.
43. On August 15, 2016, with the Companies' running out of liquidity and West
Face's limited confidence In the Companies' ability to raise any third .. party capital
near term, West Face met with and advised the Companies that their proposal
dated August 5, 2016 was unacceptable to West Face and the Lender. West
Face further delivered to each of CMC and CMI a letter demanding payment of
Its Indebtedness in full as well as a Notice of Intention to Enforce Security to each
of CMC and CMI.
44. On August 18, 2016, the Companies put forth another proposal to West Face,
the terms of which were not acceptable to West Face and the Lender, as
described In the Fraser Affidavit.
45. As at August 29, 2016, the Companies are Indebted to West Face and the
Lender In the approximate amount of $26,873,768.05, Inclusive of Interest to
August 29, 2016, but exclusive of costs and expenses, as more particularly set
out In the Fraser Affidavit.
RECEIVER'S PLANS
46. The Proposed Receiver believes its Immediate mandate will include overseeing
the care and maintenance of the Tulsequah Project. In addition, if appointed as
Receiver by this Honourable Court, the Proposed Receiver anticipates that It will
14
WSLEGAL\029736\00029\15727512v2
91
engage In discussions with Endeavour, West Face and perhaps other
stakeholders, with a view to determining next steps.
CONCLUSION
47. The Forbearance Agreement has expired and the Companies have forecasted a
cash funding need after the week ending August 19th. Since at least 2012, the
Companies have attempted to locate Investors and partners. Engaging
Endeavour to conduct a SISP was a means by which to formalize the
Companies' investment seeking efforts of the· past few years and to expand the
scope of such efforts to include a sale of the Companies and/or the Tulsequah
Project.
48. The Companies' internally-managed efforts to raise funds and Endeavour's SISP
have not yielded a viable solution to date.
49. The Lender has invested a significant amount of funds, time and resources to
support the Companies. However, West Face and the Lender are now of the
view that it is now appropriate to seek the appointment of GTL as Receiver so
that GTL can review all options, advise the Court of such options and provide
recommendations In respect thereof.
50. In light of the foregoing, the Proposed Receiver respectfully recommends that
this Honourable Court grant the Order, substantially in the form of the draft Order
requested.
15
WSLEOAL\0297.36\00029\IS727Sl2v2
92
ALL OF WHICH IS RESPECTFULLY SUBMITTED this 30th day of August, 2016.
Grant Thornton Limited, Proposed Receiver of Chle'ftaln Metals Corp. and Chieftain Metals Inc. And not In Its persoJlal or corporate capacity
// ..,.,.,./!-~ /"-
If' ~YI' . //'
/
W8LIJOAl,\029736\00029\l5727512v2
93
16
Court Fde No. CV-16-11511-00CL
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. 43, AS AMENDED
WEST FACE CAPITAL INC., as Agent -and-
Aoolicant
CHEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Respondents
ONTARIO SUPERIOR COURT Of JUSTICE
(COMMERCIAL UST)
REPORT OF GRANT THORNTON LIMITED, THE PROPOSED RECEIVER
Bennett Jones LLP 3400-Qne First Canadian Place Toronto. Ontario M5X1M
Mark S. laugesen {lSUC#: 32937W) Tel. 416-777-4902 Fax416-863-1716
\,~_
lawyers for Grant Thornton Limited. Proposed Receiver
\C ~
95
APPENDIX "3"
BETWEEN:
Court File No.: CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST Ji'ACE CAPITAL INC., as Agent
- and -
CHIEFTAIN METALS INC. and CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-
3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
AFFIDAVIT OF PETER FRASER (Sworn August 30, 2016)
I, PETER FRASER, of the City of Toronto, in the Province of Ontario, MAKE OATH AND
SAY as follows:
1. I am a Partner and Co-Chief Investment Officer at West Face Capital Inc. ("WFCI" or
the "Agent"), the investment adviser to West Face Long Term Opportunities Global
Master L.P. (the "Lender") and as such have knowledge of the matters hereinafter
deposed to, or where I do not possess such personal knowledge, I have stated the source
of my information and in all such cases do verily believe it to be true.
2. This affidavit is sworn in support of an application to appoint Grant Thornton Limited
("GTL") as receiver (in such capacity, the "Receiver"), without security, over the assets,
properties and undertaking (the "Property") of Chieftain Metals Inc. and Chieftain
96
- 2 -
Metals Corp. pursuant to section 243(1) of the Bankruptcy and Insolvency Act (Canada)
(the "BIA") and section 101 of the Courts of.Justice Act (Ontario) (the "Application").
A. BACKGROUND ON CHIEFTAIN METALS INC. AND CHIEFTAIN METALS
CORP.
3. Chieftain Metals Inc. C'CMI") is a mining and exploration company headquartered in
Toronto, Ontario. CMI's primary business interest is the Tulsequah Project
C'Tulsequah" or the "Project"), which is a mine, together with associated mineral
resources, located in British Columbia and is 100% owned by CMI.
4. CMI's registered and head office is located at 2 Bloor Street West, Toronto, Ontario,
where all corporate, accounting, management and administrative functions are performed.
The President and Chief Executive Officer of CMI is Victor Wyprysky. Attached hereto
and marked as Exhibit "A" is a copy of the Corporation Profile Report for CMI obtained
from lhc Ontario Ministry of Government Services on July 29, 2016.
5. Chieftain Metals Corp. C'CMC") is in the business of the acquisition, exploration and
development of mineral properties. CMC is headquartered in Toronto, Ontario. CM C's
registered and head office is located at 2 Bloor Street West, Toronto, Ontario, where all
corporate, accounting, management and administrative functions are performed. The
President and Chief Executive Officer of CMC is Victor Wyprysky. Attached hereto and
marked as Exhibit HB" is a copy of the Corporation Profile Report for CMC obtained
from Ontario Ministry of Government Services on July 29, 2016.
6. CMC is a publicly traded company which is listed on the TSX Venture Exchange. CMC
is currently a reporting issuer in British Columbia, Albe11a, Saskatchewan, Manitoba,
Ontario and Nova Scotia. It trades under the ticker symbol CFB.
7. CMI is a wholly owned subsidiary of CMC,
8. Approximately 24.8% per cent of the issued capital of CMC was previously owned by
the Lender, but is now owned by West Face SPY (Cayman) III Inc. ('1West Face
Cayman"), a wholly owned subsidiary of the Lender.
97
- 3 -
9. To the best of my knowledge, CMI has less than 10 employees and neither CMI nor
CMC offers a pension plan to its employees or is a party to any collective agreements.
10, All references herein to amounts shall be in Canadian currency, unless otherwise stated.
Capitalized terms used in this af1idavit and not otherwise defined herein shall have the
meanings ascribed thereto in the Loan Agreement (as defined below).
11. The principal asset of CMI is the Project, which is a mine and associated mineral
resources located in British Columbia. The Project contains high grade volcanogenic
massive sulfide deposits with capabilities to produce zinc, copper, silver, gold and lead.
The site is located in northwestern British Columbia and comprises 65 mineral claims
and Crown-grants covering approximately 32,722 hectares. The Project was previously
owned and operated as a mine by a predecessor of Teck Resources Limited ("Teck").
The Project is cunently not operating, having been closed by Teck in 1957.
12. On or about September 2010, CMI purchased the Project through a previous receivership
proceeding. While CMI has taken steps to advance the Project by obtaining certain key
permits and has engaged in discussions with the Government of British Columbia and the
First Nations, the Project is at a pre-development stage and CMC and CMI (collectively,
the "Companies") have sought to raise additional capital for future development.
B. LOAN AND SECURITY DOCUMENTS
13. The Lender is the principal lender to the Companies and holds security upon all .of their
Property as security for those obligations.
14, The Companies are indebted to the Lender pursuant to a loan agreement dated July 4,
2014 (the ''Original Loan Agreement"), as amended by amendment to loan agreement
dated March 31, 2015 (the "First Amendment") and by second amendment to loan
agreement dated May 10, 2016 (the "Second Amendment") (such loan agreement, as so
amended, the "Loan Agreement"). The Agent under the Loan Agreement is WFCI.
98
- 4 -
Attached hereto and marked as Exhibits, HC", "D" and "E", respectively, are copies of
the Original Loan Agreement, the First Amendment and the Second Amendment.
15. The Loan Agreement provided for two tranches: (a) tranche A in the principal amount of
$7,500,000; and (b) tranche Bin the principal amount of the Canadian dollar equivalent
of U.S. $10,000,000 (collectively, the "Loans"). The original Maturity Date was
subsequently extended by the First Amendment and the Second Amendment to August 2,
2016.
16. The First Amendment, among other things, required that the Loans be paid in full on the
earlier of (a) the day twenty-one calendar days following demand by WFCI and (b) July
4, 2016. Additionally, the First Amendment provided that CMI would not be required to
make interest payments to WFCI for the period from January 1, 2015 to March 30, 2016,
although interest would accrue during this period. All accrued interest would be payable
on March 31, 2016.
17. The Second Amendment, among other things, required that the Loans be paid in full on
the earlier of (a) the day of demand by the Agent and (b) August 2, 2016.
18. As security for the Loans, the Companies initially granted the Agent and the Lender the
following:
(a) a demand debenture dated July 4, 2014 (the "Demand Debenture"), covering,
inter alia, all of CMI's real and personal property, which is attached hereto and
marked as Exhibit "F";
(b) a Security Agreement dated July 4, 2014 (the ''CMC GSA"), charging all of
CMC's assets, prope1iy and undertaking, which is attached hereto and marked as
Exhibit "G";
( c) a Securities Pledge Agreement dated July 4, 2014 (the "Securities Pledge
Agreement"), pledging, inter alia, all certificated and uncertificated securities
registered in the name of CMC, including all of the issued and oi1tstanding shares
99
- 5 -
in the capital of CMI issued to CMC, which is attached hereto and marked as
Exhibit "H"; and
(d) a Guarantee dated July 4, 2014 (the "Guarantee"), made by CMC in respect of
the obligations of CMI to the Agent and the Lender, which is attached hereto and
marked as Exhibit 'T'.
19. The Demand Debenture was registered on July 4, 2014 in the New Westminster Land
Titles Office in British Columbia creating a mortgage on the Tulsequah real property in
favour of WFCI. Attached hereto and marked as Exhibit "J" is a copy of this mortgage.
Attached hereto and marked as Exhibit "K" is a copy of a title search obtained in respect
of the Project, which discloses the registration of the mortgage. The Demand Debenture
was also registered on July 4, 2014 in the British Columbia Mineral Titles Online
Registry. Attached hereto and marked as Exhibit "L" is a copy of this registration.
20. The Agent has registered its security interests in respect of all of the Companies' Property
under both the Ontario Personal Property and Security Act ("Ontario PPSA") and the
British Columbia Personal Property and Security Act (the "BC PPSA"). Attached hereto
and marked as Exhibit "M" is a copy of the Ontario PPSA search obtained as against
CMI with a file currency of August 2, 2016. Attached hereto and marked as Exhibit "N"
is a copy of the BC PPSA search obtained as against CMI with a file currency of August
3, 2016. Attached hereto and marked as Exhibit "O" is a copy of the Ontario PPSA
search obtained as against CMC with a file currency of August 2, 2016. Attached hereto
and marked as Exhibit "P'' is a copy of the BC PPSA search obtained as against CMC
with a file currency of August 3, 2016.
21. West Face Cayman is also the holder of two unsecured debentures issued by CMC. CMC
issued an unsecured convertible debenture to the Lender on August 15, 2013, which was
subsequently transferred to West Face Cayman, in the principal amount of $500,000 (the
"Series A Debenture"). The Series A Debenture has a maturity date of August 31, 2016
and an interest rate of 8.0% per annum. The Series A Debenture (or any paii thereof) is
convertible, at the option of the holder, into securities of CMC on the terms set out in the
100
- 6 .
Series A Debenture. Attached hereto and marked as Exhibit "Q" is a copy of the Series
A Debenture.
22. CMC issued an unsecured convertible debenture to the Lender on September 24, 2013,
which was subsequently transferred to West Face Cayman, in the principal amount of
$1,000,000 (the "Series B Debenture", and together with the Series A Debenture, the
"Convertible Debenture Debt"). The Series B Debenture has a maturity date of August
31, 2016 and an interest rate of 8.0% per annum. The Series B Debenture (or any part
thereof) is convertible, at the option of the holder, into securities of CMC on the terms set
out in the Series B Debenture. Attached hereto and marked as Exhibit "R" is a copy of
the Series B Debenture. The Convertible Debenture Debt matures on August 31, 2016.
23. As of August 29, 2016, the Agent and the Lender are owed approximately
$26,873,768.05 by the Companies, inclusive of interest to August 29, 2016, which docs
not include costs and expenses (the "Indebtedness"). Additional interest and costs will
continue to accrue from and after August 29, 2016, unti I all amounts are paid in full. The
Indebtedness does not include the amounts owing under the Convertible Debenture Debt.
C. ONGOING SUPPORT PROVIDED BY THE AGENT AND THE LENDER TO
THE COMPANIES
24. Since 2010, the Agent has worked with management of the Companies to provide capital
to ensure the Companies had sufficient liquidity for working capital and for specific
strategic purposes, including CMI's purchase of the Project in 20 I 0.
25. Subsequent to CMI's initial public offering in December 2010 (CMC became the
publicly traded entity following a re-organization of the Companies in May of 2013), the
Agent provided $24.3 million of the $35.2 million raised by the Companies. In many
instances, as detailed below, the Agent and the Lender assisted the Companies with
additional financial support while management of the Companies searched for
developmental capital.
26. Notwithstanding the continued support of the Agent and the Lender, the Companies
continued to experience difficulties in securing development capital. As a result, in
101
- 7 -
December 2015, management of the Companies approached the Agent with a view to
obtaining additional financing to fund ongoing expenses of the business, including the
payment of salaries.
2 7. On December 22, 2016, a demand promissory note in the principal amount of
$1,600,000 was issued by CMI in favour of the Agent (the "2015 Promissory Note") in
recognition of a loan made by the Lender to CMI in that amount. The interest rate
applicable to 2015 Promissory Note is the same as under the Loan Agreement. Payment
of the 2015 Promissory Note (as a "Loan Document" as defined in the Loan Agreement)
is secured by the Security Documents. Attached hereto and marked as Exhibit "S" is a
copy of the 2015 Promissory Note.
28. In connection with the 2015 Promissory Note, the Companies also executed a
reaffirmation agreei1rnnt dated December 22, 2015 in favour of the Agent (the 112015
Reaffirmation Agreement"), by which the Companies reaffirmed the validity of the
various Loan Documents (including the Security Documents) and confirmed the
continuation of the Guarantee. Attached hereto and marked as Exhibit "T" is a copy of
the 2015 Reaffirmation Agreement.
29. In May 2016, management of the Companies again approached the Agent with a view to
obtaining additional liquidity to fund ongoing expenses of the business, including the
payment of salaries.
30. On May 27, 2016, a demand promissory note in the principal amount of $1 00,000 was
issued by CMI in favour of the Agent (the "2016 Promissory Note") evidencing a loan
made by the Lender to CMI in that amount. The interest rate applicable to the 2016
Promissory Note is the same as under the Loan Agreement. Payment of the 2016
Prnmissory Note (as a "Loan Document" as defined in the Loan Agreement) is secured
by the Security Documents. Attached hereto and marked as Exhibit "U" is a copy of the
2016 Promissory Note.
31, In connection with the 2016 Promissory Note, the Companies also executed a
reaffirmation agreement dated May 27, 2016 in favour of the Agent (the "2016
102
- 8 -
Reaffirmation Agreement"), reaffirming the validity of the Loan Documents (including
the Security Documents) and confirming the continuation ofthe Guarantee. Attached
hereto and marked as Exhibit "V" is a copy of the 2016 Reaffirmation Agreement.
D. DEFAULT UNDER THE LOAN AGREEMENT
32. In accordance with the First Amendment, accrued interest in the amount of $3,757,945.34
as well as the amendment fee of $200,000 was due and payable by CMI to the Agent and
the Lender on March 31, 2016. Accrued interest of $69,219.34 was also due on March
31, 2016 under the 2015 Promissory Note. Neither the interest payments nor the
amendment fee were paid on or prior to March 31, 2016, which resulted in an Event of
Default pursuant to Section 7 .1 of the Loan Agreement. By letter dated April 1, 2016,
the Agent advised the Companies of the Event of Default (the "Default Letter").
Attached hereto and marked as Exhibit "W" is a copy of the Default Letter.
33. Given the occurrence of an Event of Default under the Loan Agreement and the concerns
of the Agent and Lender with the status of the Companies, on April 3, 2016, the Agent
retained Grant Thornton Limited (''GTL") as a financial advisor to, among other things,
review the business, assets and affairs of the Companies. The engagement of GTL was
consented to by the Companies.
34. After the engagement of GTL on April 3, 2016, a series of discussions and meetings took
place in April 2016 among representatives of the Agent, the Companies, GTL, Norton
Rose Fullbright Canada LLP ("Norton Rose"), the lawyers for the Companies and
Borden Ladner Gervais LLP ("BLG"), the lawyers for the Agent and the Lender.
35. As a result of those discussions, the parties agreed to enter into a Forbearance Agreement
dated May 10, 2016 (the "Forbearance Agreement"), pursuant to which the Agent and
the Lender agreed to refrain from exercising their rights under the Security Documents
until August 2, 2016 (the "Forbearance Period"), subject to the terms set out in the
Forbearance Agreement. The Second Amendment was concluded at that same time as
the Forbearance Agreement, so that the Maturity Date would mirror the Forbearance
103
- 9 -
Period. Attached hereto and marked as Exhibit "X" is a copy of the Forbearance
Agreement.
36. The Forbearance Agreement provided that the Companies would retain a financial
advisor or investment bank in order to develop a sales and investment solicitation process
("SISP") by a certain date. Accordingly, on May 16, 2016, the Companies retained
Endeavour Financial Limited (Cayman) ("Endeavour"), a mining finance advisory firm,
in order to develop and execute the required SISP. I understand that GTL will be filing a
report in connection with this Application, which will provide a summary of the efforts of
the Companies to date with regard to seeking an investment opportunity and the results to
elate of the SIS!\ based on GTL's discussions with Endeavour and the Companies.
37. The Forbearance Agreement provides as follows at paragraph 34:
Upon the occurrence of any Forbearance Termination Event(s) (as defined below), the Security shall be immediately enforceable and the Borrower and the Guarantor hereby consent to the immediate enforcement of all or any part of the Security by the Agent without further notice or notification to the Borrower or the Guarantor. Without limiting the generality of the foregoing, the Borrower and the Guarantor irrevocably consent to the appointment by the Ontario Superior Court of Justice (Commercial List) of a receiver, interim receiver or receiver and manager in respect of all of the property, assets and undertaking of the Borrower and the Guarantor pursuant to section 243 the BIA and section 101 of the Courts of Justice Act, substantially in the form of the then current Commercial List Users Committee model receivership order, with such modifications as the Agent may reasonably require, immediately upon the occurrence of any of the Forbearance Termination Event(s), The Borrower and the Guarantor acknowledge that but for the provision of these consents, the Agent would not have entered into this Agreement and would have enforced the Security immediately.
38. The Forbearance Agreement also contemplates a forbearance fee (the 11Forbearance
Fee") at paragraph 31, which provides as follows:
The Borrower and the Guarantor agree to the payment of a forbearance fee in the amount of C$ l 50,000 (the "Forbearance Fee"), which Forbearance Fee shall form part of the Obligations secured by the Security and shall be payable on two (2) business
104
- I 0 -
days' notice by the Agent, at which time the Forbearance Fee, at the election of the Agent in its sole discretion made in the said notice, shall be paid in either cash or by the issue from treasury to the Agent of 3,000,000 common shares in the capital of the Guarantor. The Guarantor shall forthwith (a) make all :filings and announcements required under applicable securities laws and applicable stock exchange policies in connection with the issue of such shares to the Agent and the listing thereof, and (b) use all commercially reasonable efforts to obtain any approvals required under such laws and policies.
As will be discussed further in this affidavit, the Agent elected to take the payment of the
Forbearance Fee in cash.
39. Further, the Forbearance Agreement provides for certain Forbearance Termination Events
(as defined in the Forbearance Agreement), which include any breach by the Companies
of their obligations under the Loan Agreement, the Promissory Note, the Guarantee, the
Security Documents or the occmrcnce of an Event of Default.
40. Aller Endeavour was engaged hy the Companies, I, as well as other representatives of
WFCI, were in regular contact with management of the Companies and with Endeavour,
given that August 2, 2016 was both the Maturity Date for the Loans and the end of the
Forbearance Period. I was also concerned as GTL was repo1ting to the Agent, as part of
its mandate under the GTL engagement letter, that CMI would require additional
liquidity in the near term.
41. On or about mid-July, 2016, I asked management of the Companies for their views as to a
path forward in light of the looming Maturity Date and end of the Forbearance Period.
42. On July 21, 2016, CMC delivered a letter to WFCI entitled "Proposal to West Face" (the
that it had not received any sale or investment offers in the course of the SISP that CMC
viewed as viable. The Chieftain Proposal Letter proposed that WFCI extend the Maturity
Dato to August 31, 2017 (or earl icr if an acceptable transaction is completed), as well as
additional liquidity in the amount of $2,000,000 in the form of a promissory note, to
accrue at an interest rate of 15% per annum. Attached hereto and marked as Exhibit "Y"
is a copy of the Chieftain Proposal Letter.
105
- 11 -
43. On July 26, 2016, I participated on a conference call with representatives of GTL and
Endeavour with a view to understanding Endeavour's views on the progress of the SISP.
Endeavour did not identify any tangible investment opportunity or possible sale
transaction that was imminent. Endeavour indicated that a one month extension of the
Maturity Date and the Forbearance Period (as defined in the Forbearance Agreement),
would not be a "game changer". Further, Endeavour also indicated that many of the
parties that Endeavour contacted had already been approached by management of the
Companies in the past.
44, On July 26, 2016, I also participated in a meeting with representatives of the Companies
and GTL to discuss the status of the SISP and of the Companies generally. As a result of
that meeting, it was apparent that the SISP had not yielded a letter of intent or expression
of interest that the Companies viewed as viable and were prepared to pursue.
45. As a result, by letter dated July 27, 2016 (the "WFCI Letter"), WFCI responded to the
Chieftain Proposal Letter indicating that the proposal set out in the Chieftain Proposal
Letter was not acceptable to WFCT. The WFCI Letter further invited the Companies to
put forward any alternatives that the Companies wanted the Agent or the Lender to
consider before 2:00pm on July 28, 2016. Attached hereto and marked as Exhibit "Z" is
a copy of the WFCI Letter.
46, On August 5, 2016, WFCI received an email from Victor Wyprysky, the President of the
Companies, attaching a "Proposal and Plan" for consideration by WFCI (the "Second
Chieftain Proposal Letter"). Attached hereto and marked as Exhibit "AA" is a copy of
the email dated August 5, 2016 from Mr. Wyprysky, together with the Second Chieftain
Proposal Letter.
47. The Second Chieftain Proposal Letter provided nothing new for WFCI to consider and
instead it simply requested that the Lender convert all of its debt to a mixture of interests,
including equity, direct project interests and royalty payments, all of which were not
acceptable to the Agent and the Lender.
106
- 12 -
48. On August 17, 2016, a without prejudice meeting was held at the WFCI offices to discuss
the current state of affairs with regard to the Companies, with representatives of each of
WFCI, the Companies and GTL, all of whom were present in person. Representatives
from each of Norton Rose and BLG attended by conference call.
49. On August 18, 2016, WFCT received an email from Mr. Wyprysky attaching a further
proposal for consideration by WFCI (the "Third Chieftain Proposal Letter"). The
Third Chieftain Proposal Letter failed to advance a solution that would be acceptable to
the Agent and the Lender.
E. THE AGENT'S DEMAND FOR PAYMENT
50. The Agent understands that CMI will require additional liquidity by no later than the first
week in September, 2016. Management of the Companies has provided no indication to
the Agent and the Lender that the Companies can meet their urgent liquidity needs.
51. The Agent has been advised by GTL that the Companies have not been able to pay the
rent for months of June and July, 2016 for the office located at 2 Bloor Street West,
Toronto, Ontario.
52. The Forbearance Period (as defined in the Forbearance Agreement) came to an end on
August 2, 2016. The Maturity Date for the Loans has expired and Events of Default
under the Loan Agreement have occurred.
53. Management of the Companies have attempted to find investors and to explore
alternatives, and since May 16, 2016, have been doing so pursuant to a formal solicitation
process conducted by Endeavour. However, to date, the Companies have not been
successful, notwithstanding the continued support of the Agent and the Lender and the
engagement of Endeavour.
54. Pursuant to the terms of the Loan Agreement, the credit facilities are repayable on the
earlier of the date of demand and the Maturity Date. Accordingly, on August 15, 2016,
the Agent and the Lender issued a demand for payment and a Notice of Intention to
Enforce Security ("NITES") pursuant to the BIA, to each of CMI and CMC. Attached
107
~ 13 ~
hereto and marked as Exhibit "BB" is a copy of the demand letter and the NITES
delivered to CM!. Attached hereto and marked as Exhibit "CC" is a copy of the demand
letter and the NITES delivered to CMC. The 10 day notice period under each of the 2
NITES has now expired.
55. The amount claimed in the demand letters issued to each of the Companies on August 15,
2016 does not include the Forbearance Fee (as defined in the Forbearance Agreement), as
the Agent provided notice of its election to receive cash in the amount of $150,000 on
August 12, 2015 and by its terms, the Forbearance Agreement provides that the
Forbearance Fee shall be payable on two (2) business days' notice to the Companies.
Attached hereto and marked as Exhibit "DD" is a copy of an email dated August 12,
2016 from Philip Panet, General Counsel of WFCI, to the Companies advising of the
election of cash for the Forbearance Fee (as defined in the Forbearance Agreement).
56. The Companies are in default of their obligations to the Agent and the Lender and are
unable to pay their obligations as they generally become due.
57. Given these circumstances, the Agent seeks to appoint the Receiver, so that the Receiver
can review all options on a go-forward basis and return to Couti to seek the appropriate
direction umier the circumstances, all with a view to maximizing the realizations for the
benefit of all stakeholders involved.
I., ·<
58,
REQUEST FOR THE APPOINTMENT OF GTL AS RECEIVER
Since its engagement by WFCI, GTL has worked with the Companies, in consultation
with WFCI and Endeavour, to review the financial position of the Companies and to
review strategic opportunities. As a result, GTL \s famillar with the business and the
efforts of the Companies to date pursuant to the SISP,
59. GTL is a licensed trustee in bankruptcy with experience in the mining sector.
60. As indicated above, GTL is also familiar with the financial circumstances and operations
of the Companies, as well as the SISP developed and undertaken by Endeavour. In
108
WFCI's view, GTL can achieve time and commercial efficiencies as Receiver that
another firm could not.
61. The Agent and the Lender have lost confidence in the current management of the
Companies and are of the belief that current management does not represent the right
team to move the Project forward.
62. Both the Demand Debenture at Section 6.l(p) and the CMC GSA at Section 2.2U)
provide the Agent with right to seek the appointment of a receiver by the court.
63. The Companies are facing a liquidity crisis, for which the Companies have no readily
available solution.
64. If the relief sought is not granted, the Agent and the Lender are of the view that
significant value may irrevocably be destroyed.
65. GTL has consented to act as Receiver. Attached hereto and marked as Exhibit "EE" is a
copy of the consent of GTL to act as Receiver.
66, This affidavit is swom in support of an Order for the appointment of GTL as Receiver
and for no other or improper purpose.
SWORN BEFORE ME at the City of ) Toronto, in the Province of Ontario, this ) 30th day of August, 2016. )
A Commissioner for taking affidavits
Chrtstopher Savo, a Commissioner, etc., Province of Ontario, while a Student•at·Law. Expires May 10, 2018.
) ) ) )
109
110
APPENDIX "4"
District of Ontario Division: 09 - Toronto Estate No.: 31-458193
APPENDIX A
Court File No.: CV-16-11511-00CL
IN THE MATTER OF THE RECEIVERSHIP OF CHIEFTAIN METALS INC. AND
CHIEFTAIN METALS CORP. OF THE CITY OF TORONTO IN THE PROVINCE OF ONTARIO
RECEIVER'S INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS AS AT APRIL 30, 2017
Receipts Receivership borrowings $ 650,000.00 Cash in bank 148,800.20 HST refund 68,438.95 Sale of assets (office furniture) 3,500.00 Income tax refund 1,462.34
Outside consulting $ 256,245.12 Rent 36,733.95 HST paid 30,255.96 Insurance 36,426.63 Security 12,322.49 Travel 1,780.22 License fee 275.00 Title and permit renewals 836.48 GST (British Columbia) 362.30 Filing fees paid to Official Receiver 70.00 Receiver's fees 179,781.11 HST on Receiver's Fees 23,371.54 Solicitor to the estate 157,349.82 HST on legal fees 20,454.57
$ 756,265.19
Total Receipts less Disbursements $ 1171318.46
111
112
APPENDIX "5"
TorCopy
From: Sent: To:
Banda, Bruce <[email protected]> 13 September 2016 5:13 PM Hoffman, Al MEM:EX
113
Cc: Howe, Diane J MEM:EX; Flynn, Doug MEM:EX; Leonard Griffiths; Krieger, Jonathan; Kwon, Jennifer
Subject: Chieftain Metals Inc. I Chieftain Metals Corp. Attachments: TOR01 -#6484271-v1-West FaceChieftain - Order of Justice Newbould dated September 6,
2016.PDF; TOR01 -#6484274-v1-West FaceChieftain - Endorsement of Justice Newbould dated September 6, 2016.PDF
Hi Al,
We wish to confirm that on September 6, 2016, Mr. Justice Newbould of the Ontario Superior Court of Justice issued an order appointing Grant Thornton Limited as Receiver of Chieftain Metals Inc. and Chieftain Metals Corp. A copy of the Court Order and Endorsement is attached. Material relating to the receivership can be found at:
http://www.grantthornton.ca/Chiefta in Meta Is
Following the various correspondence of Terry Zanger, we would like to have a call with you to discuss the various concerns of the Province as well as establish communications and processes for the future. As our legal counsel, Leonard Griffiths of Bennett Jones, will be on the call, you may wish to have your counsel on the line as well.
Please let us know what days and times work for you this week. We will coordinate and send you a calendar invite with a call-in number.
Thank you,
Bruce S. Bando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor I 200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1 416 369 6418 IC +1 647 403 9131 IF +1 416 360 4949 E [email protected] I W http://www.grantthornton.ca/
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
1
114
APPENDIX "6"
TorCopy
From: Sent: To: Subject:
Hi Bruce,
Howe, Diane J MEM:EX <[email protected]> 28 September 2016 3:15 PM Bando, Bruce RE: Chieftain Metals
115
I can forward some photos, as I'm assuming you would like to see the status of the site. MOE took a sample for toxicity testing of the discharge leaving the site to the river, this will be pretty telltale of the mitigation required. I don't expect to see these results for another couple of weeks or so.
I am off until next Monday, can we arrange a call for then?
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
Mini8i:y~f Hn~tt~ m~-.:1 fv1i1w:t
From: Bando1 Bruce [mailto:[email protected]] Sent: Wednesday, September 281 2016 12:12 PM To: Howe1 Diane J MEM: EX Cc: Krieger, Jonathan Subject: Chieftain Metals
Hi Diane,
Just seeing how your site visit went on Monday. When would you like to reconvene a conference call to discuss same?
Regards,
Bruce S. Bando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor I 200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1 416 369 6418 I c +1 647 403 9131 IF +1 416 360 4949 E [email protected] I W http://www.grantthornton.ca/
GrantTh,ornton An: instinct for growth wt
1
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
116
Disclaimer: This email is intended solely for the person or entity to which it is addressed and may contain confidential and/or privileged infonnation. Any review, dissemination, copying, printing or other use of this email by persons or entities other than the addressee is prohibited. If you have received this email in elTor, please contact the sender immediately and delete the material from any computer.
2
117
APPENDIX "7"
Bando, Bruce
From: Sent: To:
Howe, Diane J MEM:EX <[email protected]> Thursday, September 29, 2016 10:24 PM Bando, Bruce
118
Cc: Hoffman, Al MEM:EX; Davies, Howard MEM:EX; Welch, Aaron JAG:EX; Wellman, Heather JAG:EX; Flynn, Doug MEM:EX
Here are a couple of photos from our visit. I can talk you though these on our call tomorrow.
[a tentative call has been arranged for 3:00 pm for those interested, let me know if you want call in details forwarded]
# 44 the Air strip Camp, not in great shape weather if taking its toll, no vandalism #47 red building water treatment facility, in good shape no vandalism #50 primary concern. Water discharging from lower portal is contained in pond which is overflowing. Will check with geotech engineers re immediate concerns. MOE sampled from bank were water is running over road into Tulsequah River. #67 Lots of chemicals stored on site. Some are packaged away in seacans, other some individual containers have been covered with tarps. Some tarps ripped, however chemical containers in tack.
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
hHniM!J' of EIK<W' mv.l Ml1«'3
From: Bando, Bruce [mailto:[email protected]] Sent: Thursday, September 29, 2016 6:37 PM To: Howe, Diane J MEM:EX Subject: RE: Chieftain Metals
Thank you for your consideration, Diane.
That time is fine. I will send you an invite and you may forward to those who will be on the call.
Would you mind forwarding the pictures when you are back?
Regards,
From: Howe, Diane J MEM:EX [mailto:[email protected]] Sent: Thursday, September 29, 2016 9:33 PM To: Bando, Bruce Subject: RE: Chieftain Metals
3:00 PST would be fine (getting late for you however?)
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
From: Banda, Bruce [mailto:[email protected]] Sent: Thursday, September 29, 2016 6:05 PM To: Howe, Diane J MEM:EX Subject: RE: Chieftain Metals
Hi Diane,
I just learned our Counsel is in Court out of town. Could we please schedule the at 3:00PST?
Thank you.
From: Howe, Diane J MEM:EX [mailto:[email protected]] Sent: Thursday, September 29, 2016 6: 13 PM To: Bando, Bruce Subject: RE: Chieftain Metals
Hi Bruce,
Yes 1:30 PST will be fine.
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
2
119
From: Bando, Bruce [mallto:[email protected]] Sent: Wednesday, September 28, 2016 12:23 PM To: Howe, Diane J MEM:EX Subject: RE: Chieftain Metals
Sure, whatever suits your schedule. Same time -1:30PST7
From: Howe, Diane J MEM:EX [mailto:[email protected]] Sent: Wednesday, September 28, 2016 3:15 PM To: Bando, Bruce Subject: RE: Chieftain Metals
Hi Bruce,
120
I can forward some photos, as I'm assuming you would like to see the status of the site. MOE took a sample for toxicity testing of the discharge leaving the site to the river, this will be pretty telltale of the mitigation required. I don't expect to see these results for another couple of weeks or so.
I am off until next Monday, can we arrange a call for then?
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
o\.lir1il9.WfVf l\nc<tlJ' 'mw Mirt<-«
From: Bando, Bruce [mailto:[email protected]] Sent: Wednesday, September 28, 2016 12:12 PM To: Howe, Diane J MEM:EX Cc: Krieger, Jonathan Subject: Chieftain Metals
Hi Diane,
Just seeing how your site visit went on Monday. When would you like to reconvene a conference call to discuss same?
Regards,
Bruce S. Bando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor 1200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1416369 6418 I c +1647403 9131 IF +1416360 4949 E [email protected] I W http://www.grantthornton.ca/
3
GrantThornton An instinct for growtn'"'
Bmlt WOfkp\oo;~ 20
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
Disclaimer: This email is intended solely for the person or entity to which it is addressed and may contain confidential and/or privileged information. Any review, dissemination, copying, printing or other use of this email by persons or entities other than the addressee is prohibited. If you have received this email in error, please contact the sender immediately and delete the material from any computer.
Leonard Griffiths; Mark Laugesen; Krieger, Jonathan; Bailey, Neil ENV:EX; Hoffman, Al MEM:EX; Flynn, Doug MEM:EX; Wellman, Heather JAG: EX; Thomson, Barbara L JAG:EX; Eichenberger, Kathy MEM:EX; Demchuk, Tania MEM:EX; '[email protected]' RE: Chieftain - Update on site visit at Tulsequah
I apologize for not getting back to you sooner, I've been caught up in other issues.
I've attached the MEM Inspection report and cover letter to this email. I have also emailed Keith on this email as it is very much up in the air who is actually taking responsibility for the site!
There are a couple of issues you will note that will need immediate attention and a response is required by you or? by Nov 8th s to a plan going forward. I have attached both a signed pdf version and a word version where you can enter your comments directly onto the report.
As to the other emails, I knew the Environment contractor was needing to get out to the site to start collecting samples to complete the aquatic assessment. Sorry I didn't realize {my apologies to Keith) that the contractor was going to be contacting Keith directly.
If you have any questions about either the MEM or Environment inspection report we should try and set up a call later this week or early next week.
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
From: Bando, Bruce [mailto:[email protected]] Sent: Tuesday, October 25, 2016 5:57 PM To: Howe, Diane J MEM:EX Cc: Leonard Griffiths ([email protected]); Mark Laugesen; Krieger, Jonathan Subject: FW: Chieftain - Update on site visit at Tulsequah
Hi Diane,
Just wondering if you would still like to have a call with us, as we did not hear back regarding same.
1
132 On October 201
h, we corresponded regarding a site visit. Please see the email attached.
Late today, we received two emails from Keith Boyle, which are also attached. We were wondering if you were aware of these. If so, could you please provide an update on the MEM/MOE's plans?
In the future, please direct all inquiries to the Receiver.
Thank you,
From: Sando, Bruce Sent: Tuesday, October 18, 2016 4:56 PM To: Mark Laugesen Cc: Howe, Diane J MEM:EX; Leonard Griffiths; Hoffman, Al MEM:EX; Eichenberger, Kathy MEM:EX; Wellman, Heather JAG: EX; Thomson, Barbara L JAG:EX; Welch, Aaron JAG:EX Subject: Re: Chieftain - Update on site visit at Tulsequah
Any of those dates and times work for Grant Thornton.
Bruce S. Bando, CPA, CA, CIRP, LIT Vice President Grant Thornton Limited T (416) 369-6418
On Oct 18, 2016, at 4:21 PM, Mark Laugesen <[email protected]> wrote:
Bennett Jones (Leonard Griffiths and Mark Laugesen}., counsel to Grant Thornton, are available for the proposed conference call on
• October 19th from 1:30 PM to 6:30 PM EDT;
• October 20th from 2:30 PM to 5:00 PM EDT, or
• October 24th from 1:30 PM to 6:30 PM EDT
Thank you.
Regards.
Mark
. 002
Mark S. Laugesen <Image .png>
Partner, Bennett Jones LLP
3400 One First Canadian Place, P.O. Box 130, Toronto, ON, MSX 1A4 P. 416 777 4802 I F. 416 863 1716 E. [email protected]
I'm trying to coordinate a call with you and our council and am wondering if you are available this week . There are questions that we now need to start sorting out i.e. who is the responsible party for the mine, where do inspection reports/orders get sent etc.
Please if you could provide dates and times I will set up a call for everyone.
Regards, Diane
Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/mineperm itti ng
<image003.png>
From: Banda, Bruce [mailto:[email protected]] Sent: Tuesday, October 4, 2016 1:55 PM To: Howe, Diane J MEM:EX Cc: Leonard Griffiths ([email protected]); Mark Laugesen Subject: RE: Update on site visit at Tulsequah
Hi Diane,
We are good from our end. Speak to you shortly.
1-800-851-3547, code 3696418
Regards,
From: Howe, Diane J MEM:EX [mailto:[email protected]] Sent: Tuesday, October 04, 2016 4:14 PM To: Banda, Bruce Subject: RE: Update on site visit at Tulsequah
Yes this is about the only time this week I can squeak in a call.
Regards, Diane
Diane Howe, M.A. Sc., P.Geo
3
133
Deputy Chief Inspector of Mines, Reclamation and Permitting Ministry of Energy and Mines, Victoria
250-952-0183 www.gov.bc.ca/minepermitting
<image003.png>
From: Sando, Bruce [mailto:[email protected]] Sent: Tuesday, October 4, 2016 1:15 PM To: Howe, Diane J MEM:EX Cc: Leonard Griffiths ([email protected]); Mark Laugesen Subject: RE: Update on site visit at Tulsequah
Hi Diane,
I just came out of a meeting and noticed you accepted the call at S:OOpm EST today. Is that correct?
If so, Len and Mark are you available?
Thanks,
-----Original Appointment-----From: Howe, Diane J MEM:EX [mailto:[email protected]] Sent: Tuesday, October 04, 2016 3:58 PM To: Banda, Bruce Subject: Accepted: Update on site visit at Tulsequah When: Tuesday, October 04, 2016 5:00 PM-6:00 PM (UTC-05:00) Eastern Time (US & Canada). Where: 1-800-851-3547, Code 3696418
Disclaimer: This email is intended solely for the person or entity to which it is addressed and may contain confidential and/or privileged infonnation. Any review, dissemination, copying, printing or other use of this email by persons or entities other than the addressee is prohibited. If you have received this email in error, please contact the sender immediately and delete the material from any computer.
The contents of this message may contain confidential and/or privileged subject matter. If this message has been received in error, please contact the sender and delete all copies. Like other forms of communication, e-mail communications may be vulnerable to interception by unauthorized parties. If you do not wish us to communicate with you by e-mail, please notify us at your earliest convenience. In the absence of such notification, your consent is assumed. Should you choose to allow us to communicate by e-mail, we will not take any additional security measures (such as encryption) unless specifically requested.
If you no longer wish to receive c01mnercial messages, you can unsubscribe by accessing this link: http://www.bennettj ones. com/unsubscribe
4
134
t;;) BRITISH
COLUMBIA Ministry of . Energy and Mines
October 24, .2016
Chieftain Metals Inc, c/o Grant Th01ton Ltd. Mr Bruce Bando Mr. Keith Boyle
' Please find enclosed the inspection report for the reclamation inspection conducted at the Tulsequah Mine on S.eptember 26, 2(ll 6.
There are several recommendations and orders identified in the report that need to be addressed. A written response 1s requested within 1 S days of receipt of this report.
Should you have .any comments or questions relating to i:he report, please do not hesitate to contact me at 250.952.0183 or [email protected],
Yours truly,
Diane Howe; Deputy Chief Inspector of Mines
Enclosures cc Al Hoffman, Doug Flynn, Tania DemchUk, Ne'il Bailey(MOE), Trevor· Williams (TRT First Nations)
Mlnistl)'. of Eoer.gy &. Mines Mining & Minerals Dlvlsitm 8th Floor .. 1810 Blanshatcl Street Victoria·
135
Inspection No.:
File:
Mine No.:
Ministry of Energy and Mines
Province of British Columbia
MINISTRY OF ENERGY AND MINES
Report of Inspector of Mines
Reclamation Permit No.:
Emp/Cont:
«FILE_NO»
0100019
M-232
0
Mine Name:
Location:
Owner, Manager:
Company: Address:
# Workers Contacted:
Type of Mining:
Date of Inspection:
Accompanying Inspectors:
Copies to
(Issued pursuant to Section 15 of the Mines Act) Orde1·s : 4
Stop Work:
Tulsequah Chief Mine
Atlin MD
(no manager has been assigned)
Chieftain Metals Inc
Unit 118, 1515 Broadway Street Port Coquitlam BC V3C 6M2
METAL MINE UNDERGROUND
2016/09/26
Doug Flynn (MEM), Rory Cummings (MEM
Al Hoffman, Tania Demchuk, Trevor Williams (TRT), ),Neil Bailey (MOE)
136
Written response is required from the Mine Manager within 15 days of receiving the report. In this document, Code means Health, Safety and Reclamation Code for Mines in British Columbia.
An inspection of Tulsequah Chief Mine, permitted to Chieftain Metals Inc. (CMI) was conducted on September 26, 2016 by Diane Howe
(MEM Deputy Chief Inspector-Permitting) and Neil Bailey (MOE Compliance), accompanied by Doug Flynn (MEM H&S Inspector), Rory
Cummings (MEM H&S Inspector) and Trevor Williams (Taku River Tlingit First Nation). Access to the site was via Discovery helicopter
from Atlin (45 mins). The weather at the site was cloudy/overcast.
At the time of the inspection, there was neither a mine manager nor representatives of Chieftain Metals Inc. on site.
The mine received a major mine permit in 2008 for limited works, however the site has not been developed past initial construction
activities and has been on a care and maintenance status since June 2012. On September 6, 2016 MEM received notice that the courts
had appointed a Receiver and manager (Grant Thornton) to take possession and exercise control over all of the properties owned by
Chieftain Metals Inc.
Diane Howe
Deputy Chieflnspector Signature - Inspector of Mines
61h Floor , 1810 Blanshard St., Victoria Report Date: October 24, 2015
Address
Report of Inspector of Mines Page 2 of 5 13 7 The purpose of this inspection of the surface works at the Tulsequah mine was to understand the current conditions at the mine and
compared conditions to the previous 2015 November MEM inspection (attached).
The following areas were inspected:
• Airstrip camp (permitted by exploration permit)
• Lime Sludge Pit at Shaza airstrip
• Mine site exfiltration pond
• Mine Acid Water Treatment Plant and Chemical Storage pad (AWTP)
The following reports/communications also provided a general understanding of the current conditions of the site: the 2015 Annual
Reclamation Report, the 2015 Closure Management Manual, 2015 MEM Inspection report, 2016 Care and Maintenance Manual, and
the 2016 OMS manual for the Exfiltration pond, comments from MEM regarding the OMS manual, and observations and discussion that
occurred on-site and following the inspection.
This report documents MEM's observations related to requirements of the M-232 permit, the Health, Safety and Reclamation Code for
Mines in BC, the Mines Act and established best practices.
Note space has been provided after each Order/recommendation for the Company response.
Inspection Observations
Airstrip Camp
A general inspection of the airstrip camp was conducted looking at the overall condition of the facilities, security, signs of vandalism, or
obvious signs of fuel spills. For the most part the camp is left unsecure except for the cook building and metal bunk trailer. Most other
buildings were accessible with many of the buildings storing materials and equipment. Heavy equipment parked at the camp appeared
to be secure and supplied with appropriate drip pans. Theft and vandalism is a potential concern given the site is relatively accessible
and there is no caretaker on site.
Photo 1: Airstrip Camp Photo 2: Rock truck with drip pan
Date of Inspection 2016 09 26 Initials (Inspector) Initials (Manager)
Report of Inspector of Mines Page 3 of 5 138 Lime Sludge Pit at Shaza Strip
The lime sludge pit located adjacent to the airstrip remains inactive and in the same condition as was observed in 2015. CMI has
maintained monitoring from 3 groundwater wells and until such time as the sludge is relocated, monitoring should continue.
Photo 3: Lime Sludge Pit at Shaza AirStrip.(2015 photo)
ExFiltration Pond
Photo 4: Shaza Airstrip, general location of Sludge Pit (2015 photo)
The exfiltration pond, is located adjacent to the 5200 portal and was built in 2011 as a settling pond for the mine portal drainage prior to
being discharged to the Tulsequah River. There is no treatment of the portal waters other than the sludge being captured using filter
cloth placed on the upstream side of the berm. In 2015 the company had to actively manage the pond by cleaning out the sludge to
ensure maintenance of adequate capacity. At the time of this inspection, the exfiltration pond was no longer functioning as designed,
likely the filter fabric is clogged from not being maintained, and the excess water is flowing over the rock berm and into the river.
As note in the 2015 inspection report, MEM had not approved the design, construction or operation of the exfiltration pond. As an order
in the 2015 inspection, CMI was required to submit an as built and OMS manual for the operation of the pond. The manual was
received by MEM, however given there is no continuous onsite presence, there is a significant concern that the pond is not being
properly managed and may pose a risk if not immediately mitigated .
.. -Photo 5 Exfiltration pond. Note overflow of mine portal water. Photo 6: Exfiltration pond full of sludge mine portal water.
Date of Inspection 2016 09 26 Initials (Inspector) Initials (Manager)
Report of Inspector of Mines Page 4 of 5 139 Acid Water Treatment Plant (AWTP)/ Chemical Storage Pad
The AWTP was constructed in its current location in 2011. The AWTP has been shut down due to operational issues and has not
operated since 2012. It is MEM's understanding that a significant capital cost is required to get the AWTP operating efficiently.
At the time of this inspection the AWTP building and generator building were locked and secure. Several sea-cans located adjacent to
the AWTP and pad area still contain chemicals that are used in the WT process. Some of the storage locations remain secure in
locked sea-cans (Photo 7), however there are materials exposed (Photo 8) and may pose a risk to water quality and/or wildlife that
wander onto the site.
Photo 7: Stored WT chemicals, some in secured containers, others Photo 8 Exposed chemicals under tarps
Orders
The following orders are summarized based on observations and discussions that occurred on-site:
1. Pursuant to Mines Act Section 21, a mine manger is required to be appointed to oversee any work, including
monitoring/remediation work that will be required in accordance with applicable BC regulations. Notification of a Mine Manger
shall be submitted to the Chief Inspector by November 8, 2016.
Response:
2. Pursuant to HSRC 10.1.5 the Mine manager shall immediately retain a Professional Engineer to act in the capacity of an
Engineer of Record (EOR). Notification of an EOR shall be submitted to the Chief Inspector by November 8, 2016.
Response:
Date of Inspection 2016 09 26 Initials (Inspector) Initials (Manager)
Report of Inspector of Mines Page 5 of 5 14 0 3. Pursuant to Mines Act 15.4.1, take remedial action. The Mine manager (in consideration of the EOR recommendations) shall
immediately take action to alleviate the concerns observed at the Exfiltration Pond. A proposed plan and schedule for
activities shall be submitted to the Chief Inspector by November 8, 2016.
Response:
4. Pursuant to Mines Act 15.4.1, take remedial action. The Mine manager shall take immediate action remove/secure all
hazardous products from the mine site. A proposed plan and schedule for activities shall be submitted to the Chief Inspector
by November 8, 2016.
Response:
Closure
The Owner, Agent or Manager is reminded under that under the Mines Act, HSRC and M-232 permit conditions, even while the mine remains in "care and maintenance", there remains obligations to ensure protection of the environment and public health from activities at the mine.
Please address response to the undersigned and feel free to contact the undersigned with any questions or comments.
Date of Inspection 2016 09 26 Initials (Inspector) Initials (Manager)
141
APPENDIX "9"
TorCopy
From: Sent: To: Cc: Subject: Attachments:
Hi Diane,
Bando, Bruce <[email protected]> 26 October 2016 9:21 PM Howe, Diane J MEM:EX ([email protected]) Krieger, Jonathan; Leonard Griffiths; Mark Laugesen FW: Tulsequah Chief Mine - request for information from receiver RE Tulsequah Camp
Thank you for the discussion this morning.
142
During our discussion, you mentioned that the MOE will be performing an aquatic assessment this weekend, which as I understand relates specifically to the creek, so there is no need to enter onto the mine site except in the event of an emergency overnight stay. You were not copied on the email below, but the list of questions below appears to suggest that the purpose of the visit goes well beyond the aquatic assessment. Please let us know if our understanding is correct regarding the limitations on the scope of the aquatic assessment.
The Report you sent last night states that 11the Courts had appointed a Receiver and Manager (Grant Thornton) to take possession and exercise control over all of the properties owned by Chieftain Metals Inc." This is not correct. As we have advised you on several occasions, the Receiver has not taken possession of the mine (and is not obliged to do so under the Order) and it is not in a position to appoint a mine manager. It is on this basis we had sent our email of October 20th (copy attached) regarding the site visit by your consultant. We confirm that we do not object to your attendance at the site but that such visit would be at yours and your contactor's risk, who would also be responsible for any damages. Please provide the acknowledgment to which we have asked in that email.
In terms of the orders noted in our Report of Inspector of Mines Reclamation, you had mentioned that you would seek internal consultation regarding the necessity of attending to those matters now (and thus revising your orders now), seeing as the Receiver is in the midst of a sales process where we hope to close a transaction before the end of the year.
We look forward to hearing from you at your earliest convenience.
Regards,
From: Keith Boyle [mailto:[email protected]] Sent: Tuesday, October 25, 2016 6:49 PM To: Banda, Bruce Cc: Krieger, Jonathan Subject: Fwd: Tulsequah Chief Mine - request for information from receiver
Over to you. Let me know what you'd like me to do. Keith
Sent from my iPhone
Begin forwarded message:
From: Joline Widmeyer <[email protected]> Date: October 25, 2016 at 4:56:01 PM EDT
Could you please forward the following request onto the receiver at Chieftian. As you mentioned on the phone you cannot answer any questions without the receiver directing you to do so. SLR is working on behalf of BC MOE and therefore we are requesting the following information for the Tulsequah Chief Mine site:
Is there any power on the site? What H&S supplies (if any) are available at the site? Are any buildings open at the site ie: unlocked? We need one building with a door that can accommodate 5 people sleeping to bunker down in should we be stranded overnight. Please confirm whether a building is available and unlocked for us to use in this emergency capacity. We would also like to store some H&S equipment and sampling bottles in the building so that this gear can remain onsite during our sampling program. If available please send a picture of where this building is located within the Mill grounds. We will be flying into site from Oct 29th to Nov 2nd.
If buildings are locked onsite can borrow the keys to gain access to a building to serve our purposes during our 5 day sampling program? Is there a potable drinking water source/well onsite, and where is it located?
If you could provide us with this information before the end of day tomorrow we would appreciate it.
Cheers, Jo Widmeyer
From: Flynn, Doug MEM:EX [mailto:[email protected]] Sent: October 25, 2016 1:24 PM To: Jackson, Vickie ENV:EX Cc: Joline Widmeyer; Howe, Diane J MEM:EX Subject: RE: Urgent Request: Keith Boyle contact info
Good afternoon Vickie/Joline;
I have Keith's email address as [email protected] and cell# as 416-627-0659.
Regards;
DWF
From: Jackson, Vickie ENV:EX Sent: Tuesday, October 25, 2016 12:45 PM To: Flynn, Doug MEM:EX Subject: Urgent Request: Keith Boyle contact info Importance: High
Hi Doug-
Diane Howe suggested you'd be the most likely to have Keith Boyle's current contact information. Can you please provide this for the purpose noted below? SLR (Joline) is leaving for Atlin day after tomorrow.
2
143
I'll call and leave a voice message as well.
Thanks,
Vickie
From: Joline Widmeyer [mailto:[email protected]] Sent: Tuesday, October 25, 2016 12:40 PM To: Jackson, Vickie ENV:EX Cc: Cindy Ott Subject: Keith Boyle contact info
Hi Vickie,
Are you able to provide me with a phone number and email address for Keith Boyle from Chieftan? need to contact him before end of day tomorrow to confirm some site access and H&S issues.
L Confidentiality Notice and Disclaimer This communication and any attachment(s) contain information which is confidential and may also be legally privileged. It is intended for the exclusive use of the recipient(s) to whom it is addressed. If you have received this communication in error, please email us by return mail and then delete the email from your system together with any copies of it. Any views or opinions are solely those of the author and do not represent those of SLR Management Ltd, or any of its subsidiaries, unless specifically stated.
3
144
145
APPENDIX "10"
TorCopy
From: Sent: To: Cc: Subject: Attachments:
Hi Diane,
Please see the attached.
Regards,
Banda, Bruce <[email protected]> 07 November 2016 3:49 PM Howe, Diane J MEM:EX ([email protected]) Mark Laugesen; Leonard Griffiths; Krieger, Jonathan; Kwon, Jennifer Chieftain Metals Inc. and Chieftain Metals Corp. MEM November 7_16.pdf
Bruce S. Sando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor I 200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1 416 369 64181 c +1 647 403 9131 IF +1416360 4949 E [email protected] I W http://www.grantthornton.ca/
Grant Thornton ~w
An instinct for growth
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
Ministry of Energy and Mines Mining and Minerals Division 6th Floor 1810 Blanshard Street Victoria, BC
Attention: Diane Howe, M.A. Sc., P.Geo Deputy Chief Inspector of Mines Reclamation and Permitting
Dear Ms. Howe:
RE: Chieftain Metals Inc. and Chieftain Metals Corp.
Grant Thornton Limited 11 Floor, 200 King Street West Box 11 Toronto, ON M5H 3T4
T (416) 366-0100 F (416) 360-4949 www.GrantThornton.ca
We are concerned that the.re may be some misunderstanding about the situation regarding Chieftain Metals Inc. ("CMI"), Chieftain Metals Corp. ("CMC") and the Tulsequah mine site, and we write to reconfirm our position and certain facts.
We appreciate the discussions you have had with us regarding these matters and the assistance and guidance you have provided. As we have discussed, Grant Thornton Limited, as the receiver and manager appointed under the September 6, 2016 Order of Ontario's Superior Court of Justice (Commercial List), is in the process of selling the assets of CMI and CMC, including the mine site. As we have also discussed, in our view, it is in everyone's best interest for us to work together to obtain a buyer, which would provide the best opportunity to achieve the government's objectives, including having the mine site managed in a safe manner that protects the environment. It is important that steps not be taken to impair the assets of CMI and CMC, including the mine site and related permits, for example.
You had indicated in your October 24, 2016 letter to Chieftain Metals lnc., c/ o Grant Thornton Ltd. (copied to Al Hoffman, Doug Flynn, Tania Demchuk, Neil Bailey, Heather Wellman, Barbara Thomson, Kathy Eichenberger, and Trevor Williams (Taku River Tlingit First Nations)) that the Court had appointed a receiver and manager to take possession and control of all properties owned by CMI (emphasis added). As we indicated in our discussions and in my October 26, 2016 email, the Receiver has not taken possession of the mine (and is not obliged to do so under the Court's Order), and as such the Receiver is not in a position to appoint a mine manager (emphasis added).
A Canadian Member of Grant Thornton International Lid
147
0 GrantThornton 2
Your October 25th email also suggested that you had questions about who is responsible for the site. This also comes up in your inspection report and order, where you are making orders to CMI, which is not in a position to respond. Again, the Receiver has not taken possession of the mine site, and does not intend to do so, which is why we have engaged with you and others in the BC government to determine what, if anything, needs to be done and to figure out how to have that happen, all in compliance with the Court Order, and to avoid impairment of the assets.
We appreciate the discussions we have had and hope we can continue to work together with you and others. You have indicated that you have been busy with other matters, which has made it difficult for us to have discussions, but we hope to be able to do so in order to avoid
any issues.
To briefly recap, as indicated in my September 6, 2016 email to you and others in the BC government, the Court Order was made under the federal Bankruptcy and Insolvency Act. The Order expressly stated (emphasis added):
The Receiver is not authorized or permitted to operate or conduct the business of CMI and CMC, but is authorized, without obligation, to take steps to protect, preserve and secure the Tulsequah Project;
No proceeding (proceeding or enforcement process in any court or tribunal) can be commenced or continued against the Receiver or CMI or CMC or the Property except on consent or with leave of the Court;
No Person (which includes any individual, firm, corporation, governmental body or agency) shall discontinue, alter, interfere with, repudiate or terminate any licence or permit in favour of or held by CMI or CMC without consent of the Receiver or leave of the Court;
Nothing requires the Receiver to occupy or take control, care, charge, possession or management of any Property that might be contaminated, might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of a substance contrary to Environmental Legislation (which is broadly defined);
The Receiver shall not, as a result of the Order or anything done in pursuance of the Receiver's duties and powers under the Order, be deemed to be in possession of any of the Property within the meaning of any Environmental Legislation;
The Receiver shall not be liable for any mine closure or environmental and land rehabilitation-related liabilities or obligations related to the Property, including under the BC Mines Act or regulations or codes thereunder, or pursuant to any order or direction issued under Environmental Legislation.
During our September 23, 2016 phone conference (which included our respective counsel), we confirmed the Receiver has not taken possession and will not be taking possession of the mine site. We indicated our desire to work with the BC government to sell the mine so that matters
Audit• Tax• Advisory Gran I Thom Ion LLP. A Canadian Member of Gran I Thorn Ion lnlernational lid
148
0 GrantThornton 3
could be addressed in due course by a buyer. In that call, in response to a question as to
whether there was any work required, you said there was none. You indicated that the MEM
and MOE would be having a site visit during the following week to "get the lay of the land",
principally to check on security of the site, including chemicals that may be stored there, and you would report back whether there were any issues or concerns, such as a discharge from the
underground mine. You also indicated that an aquatics assessment was being completed by the MEM and MOE, but that CMI's report said there were no significant issues. We also indicated
there are four letters of credit posted by CMI in favour of government agencies, including $1.2
million for the Minister of Finance and about $750,000 fot the DFO. You indicated that the
Chief Inspector's office would }Je 4sing the security funding to conduct temedial work, if
needed, and if a sale occurs, the sec?tity would be returned in exchange for new security.
In your September 29, 2016 email, you indicated:
#44 Air strip Camp: not in great shape; weather is taking its toll, no vandalism.
#47 Red building water treatment facility in good shape, no vandalism.
#50 is the prima1-y concern. Water discharging from the lowet portal is contained in a pond that is overflowing. Will check with geotechnical engineers regarding any immediate concerns. MOE sampled from the bank were water is running over the road into the Tulsequah River.
#67 lots of chemicals stored on site. Some are packaged away in sea cans, some individual containers have been covered with tarps. Some tarps are ripped, but the chemical containers are intact.
In a follow up October 4, 2016 phone conference with you and our counsel, you indicated
there were no significant changes that you noted in your recent site visit from what was seen in
the last site visit last year, as well as indicated:
The water was clear (not red), and thus it appeared iron was settling out in the pond.
The camp is in poor condition, with buildings accessible with materials inside, but there wete no indications of people coming in to remove anything.
There are some chemicals, with few bags that are covered, which appear to be in good shape.
The watet treatment plant is secure.
We asked about next steps, and you said the MOE has a contract to do an aquatic assessment
program.
In your October 18, 2016 email you said you wete coordinating a call with counsel, as there
were questions you needed to sort out, such as who is the responsible party for the mine and
Audit• Tax• Advl•or}' Grant Thornton LLP. A Canadian Membor of Grant Thornlon International Lid
149
0 GrantThornton
where do inspection reports/orders get sent. We had provided dates and times regarding our availability for a call, but we had not heard back from you.
In my October 20, 2016 email to you, in response to your request to use emergency bunks at the site for a visit, we reconfirmed that the Receiver has not taken possession of the Tulsequah Project, but that we did not see an issue for your contract crew to use the bunks as emergency shelter (at their risk, with damage caused being their responsibility).
Matters for Discussion
4
In your October 25, 2016 email, you attached the MEM's inspection report, and indicated there were a couple of issues that will need in1mediate attention and a response by someone by November 8, 2016 regarding a plan going forward. You asked us to contact you if I had questions or concerns about the report, which we did. We subsequently emailed you at differing times to try to set up a call, but did not hear back from you. In particular, in light of the Court Order, and given tl1e Receiver has not taken possession of the mine site, and does not intend to do so, we discussed how the orders you had made would be addressed. The Receiver is not in a position to appoint a mine manager and we did not believe a manager was required as the only steps that appeared to be required were the sampling and testing being undertaken by tl1e MOE, and the related aquatics assessment that the MEM and MOE were completing. Given the mine site has been in care and maintenance since 2012, this made sense to us.
Thank you for discussing this with us by phone, which we confirmed in my October 26, 2016
email. In particular, you confirmed that the MOE will be performing an aquatic assessment, which relates specifically to tl1e creek, so there is no need to enter onto the mine site except in the event of an emergency overnight stay. We also corrected your statement tliat the Receiver had taken possession of the site, which was not the case. But we confirmed that we do not object to your attendance at the site, but any visit would be at your and your contactor's risk, who would also be responsible for any damages.
At this time, you indicated that you would have internal consultations regarding the necessity of attending to the matters in t11e report now, which we indicated we hoped would result in the orders beingwitl1drawn (or revised). This is a matter of urgency, given the dates in your report and orders.
You had made reference to a possibility that the mine might be closed, which suggested something might happen with the permits. We trust that will not occur, including given the provision .in the Court Order that no person, including a governmental body or agency shall discontinue, alter, interfere with, repudiate or terminate any licence or permit in favour of or held by CMI or CMC without consent of the Receiver or leave of the Court. We realize you are ve1y busy and have been unable to get back to us regarding our discussions and my email of October 26, 2016 (and October 31•t and November 3rd emails), but in light of your November 81h deadline, I wanted to ensure we spoke to avoid any issue.
Audit• Tax• Advisory Gran\ Thornton LLP. A Canadian Member of Grant Thornlon lnlernaUonal ltd
150
0 GrantThornton
Again, we appreciate your assistance, and look forward to speaking to you as soon as possible.
Yours tmly,
Grant Thornton Limited In its capacity as Court-appointed Receiver of Chieftain Metals Inc. and Chieftain Metals Corp.
.,:::, ///
Per ,, ,.,-·
and not in its persm ~r corporar:e ca ·
// /~~ ~ Ir . /
B~~-~-s:-~ando, CPj\( Cb,....CIRP, LIT Vice President ~ ~
Audit• Tox •Advisory Granl Thornlon UP. A Canadian Member of Gran! Thornlon lnlernaUonal Lid
151 5
152
APPENDIX "11"
TorCopy
From: Sent: To: Cc: Subject:
Hi Diane,
Sando, Bruce <[email protected]> 13 January 2017 12:00 PM Howe, Diane J MEM:EX ([email protected]) Mark Laugesen; Krieger, Jonathan Chieftain Metals Inc. and Chieftain Metals Corp.
Further to our discussion this week, we wish to confirm that the Receiver conducted a sales process during the fall period. Unfortunately, that process did not result in a viable agreement of purchase and sale being concluded.
153
Since then, certain other parties have contacted the Receiver, which, after executing a non-disclosure agreement, were allowed into the data room for due diligence purposes. We understand some or all of these parties may have contacted the primary secured creditor, West Face. We also understand at least one of these parties may have contacted the MEM. In this regard, we hope that the MEM shares the Receiver's continued belief that finding a purchaser for the project would be the best outcome for all and that the MEM is able to accommodate requests from interested parties congruent with the Receiver's goal of selling the project as quickly as possible.
At this point in time, the Receiver understands certain parties are continuing discussions with West Face. If there is anything material to report, we will let the MEM know.
Similarly, if there are any occurrences/issues relating to the project, please let us know immediately. We would also appreciate being kept apprised of any environmental remediation or other steps taken to date or to be taken by the MEM, as well as an accounting for the use of Chieftain's letter of credit funds by the MEM for such purposes.
Regards,
Bruce S. Bando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor 1200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1416369 6418 I c +1647403 9131 IF +1416360 4949 E [email protected] I W http://www.grantthornton.ca/
Grant Thornton An instiinct for growth"'
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
1
154
APPENDIX "12"
155
Hello Mr. Boyle, On September 26, 2016 Staff from the Ministry of Environment inspected the Chieftain Metals Inc. (Chieftain) Tulsequah Chief mine to verify compliance with its effluent discharge permit 105719 (Permit). Attached are Inspection Record 30389, photo log and sample results from that inspection. Chieftain was found to be in non-compliance with the Permit. Please see the attached Inspection Record for additional details regarding this non-compliance. As a result of this non-compliance and the potential for a moderate, temporary impact to the environment, Inspection Record 30389 is being referred to the Conservation Officer Service (COS) for investigation. Please contact me if you have any questions. Regards, Nell Bailey Neil Bailey P.Eng.
Bailey, Neil ENV:EX <[email protected]> 17 May 2017 6:46 PM 'Keith Boyle' Sando, Bruce; Nelless, Brady ENV:EX FW: Tulsequah Chieft Mine Inspection Record 30389
157
Attachments: 2016-09-26 Tulsequah 105719 photo log.pdf; 2016-09-26 Chieftain Metals Inc. 105719.pdf; L 1835091_COA.PDF; L 1835118_COA.PDF
Hello Keith,
Attached are Inspection Record 30389, photo log and sample results from the September 26, 2016 Chieftain mine inspection, as per your email request. As this matter has been referred to the COS, and inquiries should be directed to : [email protected]
Regards, Neil
From: Bailey, Neil ENV:EX Sent: Monday, October 24, 2016 9:48 AM To: 'Keith Boyle' Cc: Hebert, David ENV:EX; COS North Coast Zone ENV:EX; Payette, Leslie ENV:EX; Nelless, Brady ENV:EX; Janfada, Arash ENV:EX; Love, Mark P ENV:EX; 'Joline Widmeyer'; Jackson, Vickie ENV:EX; Eichenberger, Kathy MEM:EX; Cousins, Autumn EAO:EX; Flynn, Doug MEM:EX; Hill, Douglas J ENV:EX; Howe, Diane J MEM:EX Subject: Tulsequah Chieft Mine Inspection Record 30389
Hello Mr. Boyle,
On September 26, 2016 Staff from the Ministry of Environment inspected the Chieftain Metals Inc. (Chieftain) Tulsequah Chief mine to verify compliance with its effluent discharge permit 105719 {Permit). Attached are Inspection Record 30389, photo log and sample results from that inspection.
Chieftain was found to be in non-compliance with the Permit. Please see the attached Inspection Record for additional details regarding this non-compliance.
As a result of this non-compliance and the potential for a moderate, temporary impact to the environment, Inspection Record 30389 is being referred to the Conservation Officer Service {COS) for investigation.
Please contact me if you have any questions. Regards, Neil Bailey
Legal_j:\ddre~~: - - -----3--- ---Chieftain Metals Inc. c/o Keith Boyle P.Eng., Chief Operating Officer, 2 Bloor Street W, Suite 2510, Toronto ON, M5W 3E2
Tulsequah Chief Mine Site mine located approximately 100 kilometers south of Atlin, BC and 64 kilometers northeast of Juneau, Alaska on the east bank of Tulsequah River in northwest British Columbia.
- --- -- - -
Latitude: 58.71666 N Longitude: 133.5833 w
Receiving Environment(s): Surfacewater
1
159
---
~- - _, ~
Summary
MON I TOR I NG AND REPORT I NG REQUIREMENTS
Inspection Peri_od:
From: 2016-09-26 To: 2016-09-26
Requirement Source: Permit
Activity: On Site I Waste Type: Effluent
Inspection :;~mm;:iry: __
On September 26, 2016 at approximately 10: 30 am Officers Bailey and Hebert along with Diane Howe of the Ministry of Energy and Mines (MEM), Doug Flynn (MEM), Rory Cumming (MEM) and Trevor Williams, Land Guardian for the Taku River Tlingit (TRT) First Nation, conducted a planned inspection of Chieftain Metals Inc. 's Tulsequah Chief mine facility to verify compliance with its effluent disct:iarge permit 105719 (Permit) under the Environmental management Act .(EMA).
The Permit was issued on April 27, 2012 and most recently amended on September 12, 2016.
The following non-compliance was noted during this inspection: - A non-compliance with section 2.1 - Bypasses as approval for the bypass of the water treatment plant has not been given and the discharge does not meet the conditions specified in Section 3.6 for an approved bypass of neutral pH water.
A acute toxicity (Rainbow Trout 96hr LC50) sample was taken from the exfiltration pond outflow (EMS ID E304170). The effluent was found to be acutely toxic, with a 96 hr LC50 estimated to be less than 6.25 percent (v/v).
This non-compliance poses a potential moderate, temporary impact to the environment, and has been assessed as a Level 3 on the Levels of Escalating Environmental, Human Health or Safety Impacts on the Non-compliance Decision Matrix. The Category of Likelihood of Compliance was assessed as Category B -as indications of future and ongoing compliance are uncertain.
As a result of the above noted non-compliance and the potential for a moderate, • temporary impact to the environment, this Inspection Record is being referred to the COS for investigation.
ACTIONS REQUIRED BY REGULATED PARTY:
ADDITIONAL COMMENTS:
Compliance History:
2
160
Response: Investigation
Advisory issued October 15, 2015 for an unauthorized bypass of the authorized works (IR# 23226).
Advisory issued January 16, 2013 requiring permittee to follow monitoring requirements laid out in the Discharge and Receiving Environment Authorization Amendment - specifically the weekly metals sampling required at W10 and W32 (IR# 7795).
Notice of non-compliance issued December 6, 2012 for sludge pond seep (IR# 7973).
Warning issued July 24, 2012 as Written Approval for the bypass of the water treatment plant was not obtained and the discharge did not meet the conditions specified in Section 3.6. As a result, Chieftain Metals Inc. was in violation of Section 2.1 _Bypasses_ of Permit 105719 (IR# 3204).
Advisory issued May 11, 2012 for accidental release of mine water (IR# 1991).
Compliance Summary In Out N/A N/D
Ope~ations 0 1 0 0 --
Reporting 1 0 0 0
l\fl_onitoring 0 ,0 1 1
Inspection Details
Requirement Type: Monitoring
RequiEer.ru:m_t _D~_scription: .. ~ ---- ·-
Section 1.1.3 Interim Acid Water Treatment Plant (IAWTP) discharge characteristics:
Maximum allowable concentration in any grab sample 0.5 mg/L for Aluminum(dissolved), 0.05 mg/L for Arsenic(dissolved), Copper(dissolved) and Lead(dissolved) .0.2 mg/L for Zinc(dissolved) 30 mg/L for TSS, 6.0-9.5 pH units 50 Percent Survival in 100 Percent Concentration, Minimum - Rainbow Trout 96 hr Acute Lethality, Single Concentration
161
:
These limits apply to treated effluent discharge from the IAWTP and the Neutral pH Mine Water (NMW).
Details/Findings:
The IAWTP has been shut down since June 22, 2012. There was no discharge of treated mine effluent from the plant at the time of the inspection.
Compliance: Not Agglicable
Requirement Type: 012erations
Requirem~nt Description:
Section 2 .1 Bypasses
Any bypass of the authorized works is prohibited unless the approval of the Director is obtained and confirmed in writing.
Details/Findings:
3
The authorized works include, but are not limited to, a water collection and conveyance system, pumps, an acid water treatment plant which includes a neutralization chamber, rapid mix tank, flocculent tank, inclined plate-type separator/thickener, filters and holding tanks, a discharge line, outfall to the Tulsequah River, and related appurtenances as listed in section 1.1.5.
Approval for the bypass of the water treatment plant has not been given and the discharge does not meet the conditions specified in Section 3.6 approving a bypass for neutral pH water. As a result, Chieftain Metals Inc. is in non-compliance with Section 2.1 Bypasses.
A acute toxicity (Rainbow Trout 96hr LC50) sample was taken from the exfiltration pond outflow (EMS ID E304170). The effluent was found to be acutely toxic, with a 96 hr LC50 estimated to be less than 6.25 percent (v/v).
Compliance:Out
Requirement Type: Monitoring
Requirement Des".~i pt ion:
4 .1 Discharge and Receiving Environment Water Monitoring Program
The Permittee must undertake the following meteorological, hydrometric and water quality measurements, samples and analyses:
Location Shazah Camp
Chasm Creek and Creek
NMW Discharge E277509
SE-2
P-07-03 MW11-3 and MW11-5 to MW11-7
MW11-9 to -10
Frequency April, August and October -
download dataloggers; replenish glycol
April or May, August and October_ download dataloggers Shazah (including barologger), record staff gauge reading; take manual flow measurements
April/May/August/October: Field parameters, flow, Discharge general chemistry total and dissolved metals
April/May/August/October: total and dissolved metals, general chemistry
Download datalogger and record water levels at least once per year
Record water levels at least once per year
162
SP11-01 to -03 E287309 E287310 E287311
April/May/August/October - water levels; April and October: groundwater field parameters, dissolved metals, general chemistry
4
W10 -E272544
W32 E272546
W51 E272547
Borrow Pit
April/May/August/October: field parameters, total and dissolved metals, general chemistry
April/May/August/October (in duplicate): field parameters total and dissolved metals, general chemistry
April/May/August/October: field parameters, total and dissolved metals,
April, measure Dissolved Oxygen if ice cover present
163 Taku River downstream Once per year in October: field parameters, total and dissolved metals, general of the Tulsequah River chemistry confluence
Details/Findings: Section 4 - Monitoring Requirements of Permit 105719 was amended on September 12, 2016. Compliance with this requirement was not determined as part of this inspection.
Compliance: Not Determined
Requirement Type: ReQorting
Requ!rement De~cription: 5.7 Annual Report
The Permittee shall submit an annual report by March 31st of each year, with the first report submitted on March 31, 2013.
Details/Findings: The 2015 Annual Monitoring Report was submitted on March 30, 2016.
Compliance:ln
Were the following collected during inspection:
Samples? D Photos? 0 IEMS Number -
Other (please specify)
D IEA Project Certificate Number: ' Is the Inspection related to an EA Project?
Please note that sections of the permit, regulation or code of practice referenced in this inspection record are for guidance and are not the official version. Please refer to the original permit, regulation
or code of practice. To see the most up to date version of regulations and codes of practices please visit:
http://www. bclaws. cal
If you require a copy of the original permit, please contact the inspector noted on this inspection record or visit: http://www2.gov.bc.ca/gov/topic.page?
It is also important to note that this inspection record does not necessarily reflect each requirement or condition of the authorization therefore compliance is noted only for the requirements or conditions
listed in the inspection record.
5
164
Ministry of Skeena Mailing_ j},ddress: Phan~: (250) 84 7-7260 Environment Region Bag 5000, 3726 Alfred Fax: (250) 847-7591
Environmental Protection St Website: Division Smithers, BC VOJ 2NO httg: I /www. gov. be. ca/ env
6
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 1
Site viewed from the air.
Photo 2
Shazah Camp
165 pg. 1of6
Client Name: Chieftain Minerals Inc. (Date) Site Inspection Photos: September 26, 2016
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 3
Batteries stored without weather protection at Shazah Camp.
Photo 4
Sludge pit, near the air strip.
166 pg. 2 of 6
Client Name: Chieftain Minerals Inc. (Date) Site Inspection Photos: September 26, 2016
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 5
5200 level adit.
Photo 6
Exfiltration pond and IAWTP viewed to the northwest.
167 pg. 3 of 6
Client Name: Chieftain Minerals Inc. (Date) Site Inspection Photos: September 26, 2016
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 7
Exfiltratio n pond discharge, water samples taken at this location.
Photo 8
Exfiltratio n pond overflow, overland flow viewed to the southeast.
168 pg. 4 of 6
Client Name: Chieftain Minerals Inc. (Date} Site Inspection Photos: September 26, 2016
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 9
Flow path of exfiltratio n pond overflow to Tulsequah River viewed to the south.
Photo 10
IAWTP and site collection pond viewed to the north.
169 pg. 5 of 6
Client Name: Chieftain Minerals Inc. (Date) Site Inspection Photos: September 26, 2016
CVIS Photo Record
Authorization: 105719 CVIS IR#: 30389
Photo 11
Interim Acid Water Treatment Plant Sludge Storage Pond, located north of the IAWTP.
Photo 12
IAWTP discharge pipe.
170 pg. 6 of 6
Client Name: Chieftain Minerals Inc.
(Date) Site Inspection Photos: September 26, 2016
BC MINISTRY OF ENVIRONMENT -Compliance - Surrey ATTN: Neil Bailey 200-104 70 152 Street Surrev BC V3R OY3
Date Received: 27 -SEP-16 Report Date: 05-0CT -16 13:24 (MT) Version: FINAL
Client Phone: 604-582-5216
Certificate of Analysis
Other Client: CL Information: EMS ID: E304170
Project: N/A
Lab Work Order #: L 1835091 Project P.O.#:
Job Reference:
C of C Numbers:
Legal Site Desc:
Dean Watt, B.Sc. Account Manager
50227365 TULSEQUAH CHIEF MINE A
[This report shall not be reproduced except in full without the written authority of the Laboratory.]
ADDRESS: 8081 Lougheed Hwy, Suite 100, Burnaby, BC V5A 1W9 Canada I Phone: +1604253 4188 I Fax: +1 604 253 6700 ALS CANADA LTD Part of the ALS Group A Campbell Brothers Limited Company
Test Method References: ALS Test Code Matrix Test Description Method Reference••
•• ALS test methods may incorporate modifications from specified reference methods to improve performance.
The last two letters of the above test code(s) indicate the laboratory that performed analytical analysis for that test. Refer to the list below:
Laboratory Definition Code Laboratory Location
Chain of Custody Numbers:
Additional Information:
Average Cooler Temperature (Deg Celsius): 3.6
Sampling Agency Code: 60
Project: N/A
GLOSSARY OF REPORT TERMS Surrogate - A compound that is similar in behaviour to target analyte(s), but that does not occur naturally in environmental samples. For applicable tests; surrogates are added to samples prior to analysis as a check on recovery. mg/kg - milligrams per kilogram based on dry weight of sample. mg/kg wwt - milligrams per kilogram based on wet weight of sample. mg/kg /wt - milligrams per kilogram based on lipid-adjusted weight of sample. mg/L - milligrams per litre. < - Less than. D.L. - The reported Detection Limit, also known as the Limit of Reporting (LOR). NIA - Result not available. Refer to qualifier code and definition for explanation.
Test results reported relate only to the samples as received by the laboratory. UNLESS OTHERWISE STATED, ALL SAMPLES WERE RECEIVED IN ACCEPTABLE CONDITION. Analytical results in unsigned test reports with the DRAFT watermark are subject to change, pending final QC review.
Enuironmental
Quality Control Report
Client:
Contact: Test
Workorder: L 1835091
BC MINISTRY OF ENVIRONMENT - Compliance - Surrey
200-10470 152 Street
Surrey BC V3R OY3
Neil Bailey
Matrix Reference Result Qualifier
Report Date: 05-0CT-16
Units RPO
174
Page 1 of 2
Limit Analyzed
Quality Control Report 175 Workorder: L 1835091 Report Date: 05-0CT-16 Page 2 of 2
ALS Control Limit (Data Quality Objectives) Duplicate Relative Percent Difference Not Available
Laboratory Control Sample Standard Reference Material Matrix Spike Matrix Spike Duplicate Average Desorption Efficiency Method Blank Internal Reference Material Certified Reference Material Continuing Calibration Verification Calibration Verification Standard Laboratory Control Sample Duplicate
Hold Time Exceedances:
All test results reported with this submission were conducted within ALS recommended hold times.
ALS recommended hold times may vary by province. They are assigned to meet known provincial and/or federal government requirements. In the absence of regulatory hold times, ALS establishes recommendations based on guidelines published by the US EPA, APHA Standard Methods, or Environment Canada (where available). For more information, please contact ALS.
The ALS Quality Control Report is provided to ALS clients upon request. ALS includes comprehensive QC checks with every analysis to ensure our high standards of quality are met. Each QC result has a known or expected target value, which is compared against predetermined data quality objectives to provide confidence in the accuracy of associated test results.
Please note that this report may contain QC results from anonymous Sample Duplicates and Matrix Spikes that do not originate from this Work Order.
ALS Environmental ATTN: Dean Watt Suite 100-8081 Lougheed Hwy. Burnaby, BC
on. raen~ 1-'-·----~~-----~;.::.o~n~c.:...I Id Ct. 000 1--1--H_R_L_c50_Da....:..p1t_rn_·a _____ -++----ll
HRLC50 Oaphnia ~ingl~ toflC. plf el'Ctlry elal'&Pkg x HRLC50Fish
HRLC50 Ash single cooc. plf
Med'm Pres'n
t llp elongaUon-letluce seed
omil Pass/Fail t;Qt1llliance Pkg
Field Test Details
No, Parameter Method Results Units
M&d'm Pres'n Low Parameter Dictionary Code or Package
lllll--Repori ID: EMSROBOO Dale: 2016-09-1915:20
180
181
Date Received: 27-SEP-16 BC MINISTRY OF ENVIRONMENT -Compliance - Surrey Report Date: 06-0CT -16 16:39 (MT)
ATTN: Neil Bailey Version: FINAL
200-10470 152 Street Surrev BC V3R OY3
Client Phone: 604-582-5216
Certificate of Analysis
Other Client: CL Information: EMS ID: E304170
Project: N/A
Lab Work Order #: L 1835118 Project P.O. #:
Job Reference:
C of C Numbers:
Legal Site Desc:
Dean Watt, B.Sc. Account Manager
50227364 TULSEQUAH CHIEF MINE A
[This report shall not be reproduced except in full without the written authority of the Laboratory.]
ADDRESS: 8081 Lougheed Hwy, Suite 100, Burnaby, BC V5A 1W9 Canada I Phone: +1604253 4188 I Fax: +1 604 253 6700 ALS CANADA LTD Part of the ALS Group A Campbell Brothers Limited Company
Barium (Ba)-Total (mg/L) 0.0271 0.0265 DLA DLA Beryllium (Be)-Total (mg/L) <0.00050 <0.00050 DLA DLA Bismuth (Bi)-Total (mg/L) <0.00025 <0.00025 DLA DLA Boron (B)-Total (mg/L) <0.050 <0.050
Cadmium (Cd)-Total (mg/L) 0.195 0.201
Calcium (Ca)-Total (mg/L) 73.1 74.6
Chromium (Cr)-Total (mg/L) 0.00122 0.00140
Cobalt (Co)-Total (mg/L) 0.00845 0.00825
Copper (Cu)-Total (mg/L) 10.1 10.3
Iron (Fe)-Total (mg/L) 12.3 12.3
Lead (Pb)-Total (mg/L) 0.160 0.164
Magnesium (Mg)-Total (mg/L) 7.40 7.32
Manganese (Mn)-Total (mg/L) 0.436 0.423 DLA
Molybdenum (Mo)-Total (mg/L) <0.00025 0.00025
Nickel (Ni)-Total (mg/L) 0.0093 0.0095 DLA DLA
Phosphorus (P)-Total (mg/L) <0.15 <0.15
Potassium (K)-Total (mg/L) 0.90 0.86 DLA
Selenium (Se)-Total (mg/L) <0.00025 0.00027
Silicon (Si)-Total (mg/L) 7.72 7.64
Silver (Ag)-Total (mg/L) 0.000137 0.000136
Sodium (Na)-Total (mg/L) 3.06
I
3.02
Strontium (Sr)-Total (mg/L) 0.339 0.349
* Please refer to the Reference Information section for an explanation of any qualifiers detected.
L1835118 CONTD.I. 83 PAGE 3 of 7
ALS ENVIRONMENTAL ANALYTICAL REPORT 06-0CT-16 16:39 (MT)
Version: FINAL
Sample ID L 1835118-1 L 1835118-2 L1835118-3 L 1835118-4
Description WATER WATER WATER WATER
Sampled Date 26-SEP-16 26-SEP-16 26-SEP-16 26-SEP-16
Sampled Time 12:02 12:10 12:10 12:10
Client ID E30417D_ALQ E30417D_ALQ E30417D_ALQ E30417D_ALQ
• Please refer to the Reference Information section for an explanation of any qualifiers detected.
ALS ENVIRONMENTAL ANALYTICAL REPORT
Sample ID Description
Sampled Date Sampled Time
WATER
Dissolved Metals Uranium (U)-Dissolved (mg/L)
Vanadium (V)-Dissolved (mg/L)
Zinc (Zn)-Dissolved (mg/L)
Client ID
L 1835118-1 L1835118-2
WATER WATER
26-SEP-16 26-SEP-16
12:02 12:10 E304170_ALQ E304170_ALQ
• Please refer to the Reference Information section for an explanation of any qualifiers detected.
L 1835118-3
WATER
26-SEP-16
12:10
E304170_ALQ
0.00640 DLA
<0.0025
41.4
L1835118 CONTD.I. 84 PAGE 4 of 7
06-0CT-16 16:39 (MT)
Version:
L 1835118-4
WATER
26-SEP-16
12:10
E304170_ALQ
FINAL
L1835118 CONTD ....
185 PAGE 5 of 7
Reference Information 06-0CT-16 16:39 (MT)
Version: FINAL
QC Samples with Qualifiers & Comments:
QC Type Description Parameter Qualifier Applies to Sample Number(s)
Matrix Spike Arsenic (As)-Dissolved MS-B L 1835118-3
Matrix Spike Barium (Ba)-Dissolved MS-B L 1835118-3
Matrix Spike Barium (Ba)-Dissolved MS-B L 1835118-3
Matrix Spike Barium (Ba)-Dissolved MS-B L 1835118-3
Matrix Spike Boron (B)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Calcium (Ca)-Dissolved MS-B L 1835118-3
Matrix Spike Cobalt (Co)-Dissolved MS-B L 1835118-3
Matrix Spike Lead (Pb)-Dissolved MS-B L 1835118-3
Matrix Spike Magnesium (Mg)-Dissolved MS-B L 1835118-3
Matrix Spike Magnesium (Mg)-Dissolved MS-B L 1835118-3
Matrix Spike Magnesium (Mg)-Dissolved MS-B L 1835118-3
Matrix Spike Magnesium (Mg)-Dissolved MS-B L 1835118-3
Matrix Spike Magnesium (Mg)-Dissolved MS-B L 1835118-3
Matrix Spike Manganese (Mn)-Dissolved MS-B L 1835118-3
Matrix Spike Manganese (Mn)-Dissolved MS-B L 1835118-3
Matrix Spike Nickel (Ni)-Dissolved MS-B L 1835118-3
Matrix Spike Potassium (K)-Dissolved MS-B L 1835118-3
Matrix Spike Potassium (K)-Dissolved MS-B L 1835118-3
Matrix Spike Potassium (K)-Dissolved MS-B L 1835118-3
Matrix Spike Silicon (Si)-Dissolved MS-B L 1835118-3
Matrix Spike Silicon (Si)-Dissolved MS-B L 1835118-3
Matrix Spike Silicon (Si)-Dissolved MS-B L 1835118-3
Matrix Spike Sodium (Na)-Dissolved MS-B L 1835118-3
Matrix Spike Sodium (Na)-Dissolved MS-B L 1835118-3
Matrix Spike Sodium (Na)-Dissolved MS-B L 1835118-3
Matrix Spike Sodium (Na)-Dissolved MS-B L 1835118-3
Matrix Spike Sodium (Na)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Strontium (Sr)-Dissolved MS-B L 1835118-3
Matrix Spike Sulfur (S)-Dissolved MS-B L 1835118-3
Matrix Spike Sulfur (S)-Dissolved MS-B L 1835118-3
Matrix Spike Sulfur (S)-Dissolved MS-B L 1835118-3
Matrix Spike Sulfur (S)-Dissolved MS-B L 1835118-3
Matrix Spike Uranium (U)-Dissolved MS-B L 1835118-3
Matrix Spike Uranium (U)-Dissolved MS-B L 1835118-3
Matrix Spike Uranium (U)-Dissolved MS-B L 1835118-3
Matrix Spike Zinc (Zn)-Dissolved MS-B L 1835118-3
Qualifiers for Individual Parameters Listed:
Qualifier Description
DLA Detection Limit adjusted for required dilution
HTC Hardness was calculated from Total Ca and/or Mg concentrations and may be biased high (dissolved Ca/Mg results unavailable).
MS-B Matrix Spike recovery could not be accurately calculated due to high analyte background in sample.
L1835118 CONTD ....
186 PAGE 6 of 7
Reference Information 06-0CT-1616:39 (MT)
Version: FINAL
Test Method References:
ALS Test Code Matrix Test Description Method Reference••
ACY-PCT-VA Water Acidity by Automatic Titration APHA 2310 "Acidity"
This analysis is carried out using procedures adapted from APHA Method 2310 "Acidity". Acidity is determined by potentiometric titration to a specified endpoint.
Samples of industrial wastes, acid mine drainage, or other solutions that contain appreciable amounts of hydrolyzable metal ions such as aluminum, iron, and manganese may require hot peroxide treatment to ensure oxidation and hydrolysis of reduced forms of polyvalent cations. Acidity results may be highly variable if this procedure is not followed. Results in this report for 'Acidity (as CaC03)' have not been peroxide treated.
ACY-PCT-VA Water Acidity by Automatic Titration APHA 2310 Acidity
This analysis is carried out using procedures adapted from APHA Method 2310 "Acidity". Acidity is determined by potentiometric titration to a specified endpoint.
Samples of industrial wastes, acid mine drainage, or other solutions that contain appreciable amounts of hydrolyzable metal ions such as aluminum, iron, and manganese may require hot peroxide treatment to ensure oxidation and hydrolysis of reduced forms of polyvalent cations. Acidity results may be highly variable if this procedure is not followed. Results in this report for 'Acidity (as CaC03)' have not been peroxide treated.
ALK-TITR-VA Water Alkalinity Species by Titration APHA 2320 Alkalinity
This analysis is carried out using procedures adapted from APHA Method 2320 "Alkalinity". Total alkalinity is determined by potentiometric titration to a pH 4.5 endpoint. Bicarbonate, carbonate and hydroxide alkalinity are calculated from phenolphthalein alkalinity and total alkalinity values.
EC-PCT-VA Water Conductivity (Automated) APHA 2510 Auto. Conduc.
This analysis is carried out using procedures adapted from APHA Method 2510 "Conductivity". Conductivity is determined using a conductivity electrode.
HARDNESS-CALC-VA Water Hardness APHA 23408
Hardness (also known as Total Hardness) is calculated from the sum of Calcium and Magnesium concentrations, expressed in CaC03 equivalents. Dissolved Calcium and Magnesium concentrations are preferentially used for the hardness calculation.
MET-D-CCMS-VA Water Dissolved Metals in Water by CRC ICPMS APHA 3030B/6020A (mod)
Water samples are filtered (0.45 um), preserved with nitric acid, and analyzed by CRC ICPMS.
Method Limitation (re: Sulfur): Sulfide and volatile sulfur species may not be recovered by this method.
MET-DIS-ULTRA-MS-VA Water Diss. Metals in Water by ICPMS (Ultra) EPA SW-846 3005N6020A
This analysis is carried out using procedures adapted from "Standard Methods for the Examination of Water and Wastewater" published by the American Public Health Association, and with procedures adapted from "Test Methods for Evaluating Solid Waste" SW-846 published by the United States Environmental Protection Agency (EPA). The procedures involves preliminary sample treatment by filtration (EPA Method 3005A). Instrumental analysis is by inductively coupled plasma - mass spectrometry (EPA Method 6020A).
MET-T-CCMS-VA Water Total Metals in Water by CRC ICPMS EPA 200.2/6020A (mod)
Water samples are digested with nitric and hydrochloric acids, and analyzed by CRC ICPMS.
Method Limitation (re: Sulfur): Sulfide and volatile sulfur species may not be recovered by this method.
MET-TOT-ULTRA-MS-VA Water Total Metals in Water by ICPMS (Ultra) EPA SW-846 3005N6020A
This analysis is carried out using procedures adapted from "Standard Methods for the Examination of Water and Wastewater" published by the American Public Health Association, and with procedures adapted from "Test Methods for Evaluating Solid Waste" SW-846 published by the United States Environmental Protection Agency (EPA). The procedures may involve preliminary sample treatment by acid digestion, using either hotblock or microwave oven, or filtration (EPA Method 3005A). Instrumental analysis is by inductively coupled plasma - mass spectrometry (EPA Method 6020A).
PH-PCT-VA Water pH by Meter (Automated) APHA 4500-H "pH Value"
This analysis is carried out using procedures adapted from APHA Method 4500-H "pH Value". The pH is determined in the laboratory using a pH electrode
It is recommended that this analysis be conducted in the field.
PH-PCT-VA Water pH by Meter (Automated) APHA 4500-H pH Value
This analysis is carried out using procedures adapted from APHA Method 4500-H "pH Value". The pH is determined in the laboratory using a pH electrode
It is recommended that this analysis be conducted in the field.
804-IC-N-VA Water Sulfate in Water by IC EPA 300.1 (mod)
Inorganic anions are analyzed by Ion Chromatography with conductivity and/or UV detection.
TSS-VA Water Total Suspended Solids by Gravimetric APHA 2540 D - GRAVIMETRIC
This analysis is carried out using procedures adapted from APHA Method 2540 "Solids". Solids are determined gravimetrically. Total Suspended Solids (TSS) are determined by filtering a sample through a glass fibre filter, TSS is determined by drying the filter at 104 degrees celsius. Samples containing very high dissolved solid content (i.e. seawaters, brackish waters) may produce a positive bias by this method. Alternate analysis methods are available for these types of samples.
L1835118 CONTD ....
187 PAGE 7 of 7
Reference Information 06-0CT-16 16:39 (MT)
Version: FINAL
** ALS test methods may incorporate modifications from specified reference methods to improve performance.
The last two letters of the above test code(s) indicate the laboratory that petformed analytical analysis for that test. Refer to the list below:
Laboratory Definition Code Laboratory Location
VA ALS ENVIRONMENTAL - VANCOUVER, BRITISH COLUMBIA, CANADA
Chain of Custody Numbers:
Additional Information:
Average Cooler Temperature (Deg Celsius): 3.6
Sampling Agency Code: 60
Project: NIA
GLOSSARY OF REPORT TERMS Surrogate -A compound that is similar in behaviour to target ana/yte(s), but that does not occur naturally in environmental samples. For applicable tests, surrogates are added to samples prior to analysis as a check on recovery. mg/kg - milligrams per kilogram based on dry weight of sample. mg/kg wwt - milligrams per kilogram based on wet weight of sample. mg/kg /wt - milligrams per kilogram based on lipid-adjusted weight of sample. mg/L - milligrams per litre. < - Less than. D.L. - The reported Detection Limit, also known as the Limit of Reporting (LOR). NIA - Result not available. Refer to qualifier code and definition for explanation.
Test results reported relate only to the samples as received by the laboratory. UNLESS OTHERWISE STATED, ALL SAMPLES WERE RECEIVED IN ACCEPTABLE CONDITION. Analytical results in unsigned test reports with the DRAFT watermark are subject to change, pending final QC review.
Enuironmental
Quality Control Report
Workorder: L 1835118
Client: BC MINISTRY OF ENVIRONMENT - Compliance - Surrey
WG2401629-2 LCS Total Suspended Solids 96.3 % 85-115 01-0CT-16
WG2401629-1 MB Total Suspended Solids <3.0 mg/L 3 01-0CT-16
Quality Control Report 194 Workorder: L 1835118 Report Date: 06-0CT-16 Page 7 of 8
Legend:
Limit ALS Control Limit (Data Quality Objectives) DUP Duplicate RPO Relative Percent Difference NIA Not Available LCS Laboratory Control Sample SRM Standard Reference Material MS Matrix Spike MSD Matrix Spike Duplicate ADE Average Desorption Efficiency MB Method Blank IRM Internal Reference Material CRM Certified Reference Material CCV Continuing Calibration Verification CVS Calibration Verification Standard LCSD Laboratory Control Sample Duplicate
Sample Parameter Qualifier Definitions:
Qualifier
LCS-L
Description
Lab Control Sample recovery was below ALS DQO. Reference Material and/or Matrix Spike results were acceptable. Non-detected sample results are considered reliable. Other results, if reported, have been qualified.
Quality Control Report 195 Workorder: L 1835118 Report Date: 06-0CT-16 Page 8 of 8
Hold Time Exceedances:
ALS Product Description
Physical Tests
pH by Meter (Automated)
Sample ID Sampling Date Date Processed Rec. HT Actual HT Units Qualifier
Exceeded ALS recommended hold time prior to sample receipt. Field Measurement recommended. Exceeded ALS recommended hold time prior to sample receipt. Exceeded ALS recommended hold time prior to analysis. Sample was received less than 24 hours prior to expiry. Exceeded ALS recommended hold time prior to analysis. ALS recommended hold time (see units).
Where actual sampling date is not provided to ALS, the date (&time) of receipt is used for calculation purposes. Where actual sampling time is not provided to ALS, the earlier of 12 noon on the sampling date or the time (&date) of receipt is used for calculation purposes. Samples for L 1835118 were received on 27-SEP-16 14:50.
ALS recommended hold times may vary by province. They are assigned to meet known provincial and/or federal government requirements. In the absence of regulatory hold times, ALS establishes recommendations based on guidelines published by the US EPA, APHA Standard Methods, or Environment Canada (where available). For more information, please contact ALS.
The ALS Quality Control Report is provided to ALS clients upon request. ALS includes comprehensive QC checks with every analysis to ensure our high standards of quality are met. Each QC result has a known or expected target value, which is compared against predetermined data quality objectives to provide confidence in the accuracy of associated test results.
Please note that this report may contain QC results from anonymous Sample Duplicates and Matrix Spikes that do not originate from this Work Order.
WATER & GENERAL CHEMISTRY REQUISITION Province Of British Columbia Ministiy of Environment
Invoice To Same as Report To !'V"Yes r No lnvoico Distribution
Copy of lnvok:e with Rep0rt es r No Select Invoice Distribution: e1AIL 0 MAIL D FAX
Company: Email 1 or Fax
Contact: Email 2
Project Information =--.01~-a~d_Gas Required Fields (client use)'"~-:·"'
ALS Quote#: Approver ID: ICos: Center:
Job#: GLAccounl: Routing C<ide:
PO/AFE: Activi1y Coae:
LSD: Location:
ALS Contact: Sampler:
Dato
[dd-mmm-yy) Sample Type
tQ ~ '2.Z.13'i.S ~l
p) Below cRush Tum11rnund Time (TA7) iS nol n~il;:ible tor all Jests;
R ~ Regular (Standard TAT If received by ~I
P 0 Priority [l-4 business days if n=lvcd by 3pm}
E 0 Emergency (1·2 business days if reccivecr by 3pin)
E2 D Same da)· or weekend cm:::rgency If t·ecelved by lOam - contact ALS for sun:tt;,rgc.
:Specify Date Required for E2.E or P:
Analysis Request
lndieale Filtered (F), ProsO<VOO (I')"' Fillered and Ptoservod (FIP) below
:::J'l ...4
;ii ....__,
~IJ -;r. 2 ~ ~
0::::::,.
~ t;· '-!- ~ "-
::t . =s ~ ~
" v
Drinking Water (OW) Samples' (client use) Spacial Instructions I Specify Criteria to add on report (client Usal i;IB'>-~\'\:~~'iim."-~~\~SAMPLE CONDITION AS RECEIVED (!ab use only) ,;;'\;:i.:~.: Are samples ta on rom a egu ate ystam Froi:en SIF Obsarva1ions Yes No r Yes ~ lee packs Yes No D Custody seal in1aci Yes D No
Cooling Initiated 0 Are samples lor human drinking water use?
Released by: Date: Time: ~- !Date· rl~e: R~ived by: • - '."X.tJt /L6-I{ lf ~S7/)tf\ J( REFER TO BACK PAGE FORALS LOCATIONS AND SAMPLING INFORMATION WHITE· LABORATORY COPY YELLOW - CLIENT COPY
Failure 10complete an portions ofthitJform m;,y delayana1~is. Plooso flll In this form LEGIBLY.Sy tho U!:e of this form lhe 1JS1 ragree8 wilh lhe Tenne and Con<ltlions ~ specif red on the back pasa of the whiie - report copy.
1. If eny water samp1es are taken f.rom a Regula!ed Drinking Water (DW) $.ye.tom. please submit using .an AuthMlzed DW COC f<>m'.1.
~ :§ c 0 u 0
-8 E " z
z.
D
\0 ......J
198
APPENDIX "14"
Danish Afroz
From: Sent: To: Cc:
Subject: Attachments:
Banda, Bruce <[email protected]> 23 May 2017 9:56 PM Bailey, Neil ENV:EX Nelless, Brady ENV:EX; [email protected]; Sharon Singh; Mark Laugesen; Krieger, Jonathan RE: Tulsequah Chieft Mine Inspection Record 30389
199
TOR01 -#6484271-v1-West FaceChieftain - Order of Justice Newbould dated September 6, 2016.PDF
Dear Mr. Bailey and Mr. Mark Love:
As you know, Grant Thornton Limited is the court appointed receiver (the "Receiver"} of Chieftain Metals Inc. and Chieftain Metals Corp. (together, "Chieftain"). A copy of the Court Order appointing the Receiver is attached.
Since the receivership proceedings were commenced on 6 September 2016, we have engaged in an extensive dialogue (both directly and through our counsel) with the MOE, the MEM, the MFLNR, and other government parties regarding (among many other things) environmental matters relating to Chieftain and the Tulsequah Project mine site.
Notwithstanding these efforts and the fact that Chieftain mail was redirected to the Receiver, we wish to confirm to you that the Receiver never received and until very recently were not aware of either (1) your email sent to Keith Boyle (and others) on Monday, October 24, 2016 at 9:48 AM or (2} the Inspection Record 30389, photo log and sample results from the September 26, 2016 Chieftain mine inspection.
We note that email and Inspection Record indicate that certain 11 non-compliance and the potential for a moderate, temporary impact to the environment" resulted in 11 Inspection Record 30389 ... being referred to the Conservation Officer Service (COS) for investigation. 11
Although (as you know), the Receiver is not in possession or control of the Tulsequah Project mine site, the Receiver nevertheless wishes to be able to report to the Court on any matters of significance relating to Chieftain and the Tulsequah Project mine site.
We therefore ask that you please (1) advise us of any other correspondence sent to Chieftain, any of its former employees, or the Receiver since the date the receivership proceedings were commenced (so that we may ensure that there are no other matters of which we have not been made aware), (2) provide an update on the matters sent out in your email and the Inspection Report, including the current status of the COS investigation, and (3) provide an update on any other material matters of concern to the MOE relating to Chieftain or the Tulsequah Project mine site.
Finally, we understand that the MOE (among others) have access to funds pledged by Chieftain and others which can be used to (among other things) address concerns relating to Chieftain and the Tulsequah Project mine site. Please advise what steps the MOE has taken to access and use such funds to address any concerns the MOE has regarding Chieftain or the Tulsequah Project mine site.
Yours truly.
1
Bruce S. Bando, CPA, CA, CIRP, LIT I Vice President Grant Thornton Limited 11th Floor 1200 King Street West I Box 11 I Toronto I ON I M5H 3T4 T +1416369 64181 c +1647403 9131 IF +1 416 360 4949 E [email protected] I W http://www.grantthornton.ca/
GrantThornton . . . . .
An instinct for growth
Grant Thornton LLP is proud to be recognized as one of Canada's best workplaces for our ninth consecutive year!
Attached are Inspection Record 30389, photo log and sample results from the September 26, 2016 Chieftain mine inspection, as per your email request. As this matter has been referred to the COS, and inquiries should be directed to : [email protected]
Regards, Neil
From: Bailey, Neil ENV:EX Sent: Monday, October 24, 2016 9:48 AM To: 'Keith Boyle'
200
Cc: Hebert, David ENV:EX; COS North Coast Zone ENV:EX; Payette, Leslie ENV:EX; Nelless, Brady ENV:EX; Janfada, Arash ENV:EX; Love, Mark P ENV:EX; 'Joline Widmeyer'; Jackson, Vickie ENV:EX; Eichenberger, Kathy MEM:EX; Cousins, Autumn EAO:EX; Flynn, Doug MEM:EX; Hill, Douglas J ENV:EX; Howe, Diane J MEM:EX Subject: Tulsequah Chieft Mine Inspection Record 30389
Hello Mr. Boyle,
On September 26, 2016 Staff from the Ministry of Environment inspected the Chieftain Metals Inc. (Chieftain) Tulsequah Chief mine to verify compliance with its effluent discharge permit 105719 (Permit). Attached are Inspection Record 30389, photo log and sample results from that inspection.
Chieftain was found to be in non-compliance with the Permit. Please see the attached Inspection Record for additional details regarding this non-compliance.
As a result of this non-compliance and the potential for a moderate, temporary impact to the environment, Inspection Record 30389 is being referred to the Conservation Officer Service (COS) for investigation.
2
Please contact me if you have any questions. Regards, Neil Bailey
BC Ministry of Water License Environment Water license conversion of Section 9
A600968 BC Ministry of
approval Environment North causewa Water license conversion of Section 9
A600977 BC Ministry of
approval Environment South causewa
Condition a I BC Ministry of Water License
F014293 Environment
Dawn Creek C126660
BC Ministry of Water License Environment
Tulsequah BC Ministry of
River Water C126460 Environment
License
PERMIT CHART
June 13, 2008
July 12, 2011
February 16, 2005
Work Complete
Work Complete
Issued 16-Feb-05
Issued November 6, 2012
Issued August 30, 2012
203
Date: 251" April Prepared by: Brett Armstrong
Diversion of Portal Creek
Diversion of Intermittent creek
Diversion of Camp Creek and potable water extraction
Removal of large woody debris, alteration of floodplain, construction of two bridges
Removal of large woody debris, riparian vegetation, construction of two bridges and six. culverts
Diversion of Camp Creek for power generation and potable water extraction
Water Usage l!censes
Water Usage licenses
204
Land Use Improvement - to bring road bed of north and Water Licence BC Ministry of south causeways up to final grade and maintain North/ South C129101 Environment
Issued Nov. 6, 2012 Causeway
~nvl(onm¢rit41A~s¢~in¢t1t,Ac;( . ... '· . ..
BCE AA BC Envlronmental Environmental Assessment Environmental Environ mental Valid for life of
Amendment required Project deemed substantially started on 30 May 2012;
Assessment Certificate M02·01 Assessment Act Assessment Project certificate valid for llfe of mine. Approval Office
En.vlft;1nm,en.ta! M'!ti'!ff'!m.ent Acf BC Ministry of
Special Use Forests, Lands
Permits all-weather access road from Atlln Publlc Highway to Permit
523154 and Natural May 21, 1999 Tulsequah Mine site
Resource Operations
Forestry Act ...
Occupant BC Ministry of Forests, Lands
License to Cut L47498, Amendments #H·S and Natural December 61 Required.for removal of timber from construction areas
and 2007. amendments
Resource Operations
Forestry Act
Occupant BC Ministry of Forests, Lands Required for removal of timber from road construction areas
License to Cut L49360 and Natural
January 251 2013 within Naklna·lnklln Conservancy ·PUP Resource
P~rkiAct ..
Parks Use 106371 BC Parks January 25, 2013
Permits all-weather access road through Nakina·lnklin Permit Reserve
liliihways, · .. ' BC Ministry of
Roadworks 2012-05315
Transportation January 30, 2013
Permit to undertake roadworks on unmaintained BC Moll Permit and right of way for mine access
Federal Environmental Asse55ment CEAA Canadlcin Screening Environ mental Environmental 36077 Assessment
Overall Project Environmental Approval to proceed Assessment
Agency Approval
26 Claims 20,098 Ha
12 Clalms1 12,590 Ha
Expire 31 December 2on
206
No Immediate work requirements on claims that contain the Tulsequah Chief and Big Bull Mineral deposits
207
APPENDIX "16"
West Face Security Documents
The documents in (a) to (e) below are collectively the "West Face Security Documents":
(a) Demand Debenture dated 4 July 2014, in the principal amount of $25,000,000, given by CMI in favour of West Face, as agent;
(b) Mortgage dated 3 July 2014, in the principal amount of $25,000,000, including an assignment of rents, given by CMI in favour of West Face, as agent;
(c) Guarantee dated 4 July 2014, given by CMC in favour of West Face as agent, and the Lenders (as defined therein) in respect of all debts, liabilities and obligations of CMI to the Lenders and West Face as agent;
(d) Securities Pledge Agreement dated 4 July 2014, between CMC and West Face, as agent, regarding the pledge to West Face and to West Face, as agent of, inter alia, all of the issued and outstanding shares in the capital of CMI issued to CMC; and
(e) Security Agreement dated 4 July 2014, between CMC and West Face, as agent, granting a security interest in all property, assets and undertaking of CMC.
WSLEGAL\029736\00029\l 8024269v 1
208
209
APPENDIX "17"
Teck Security Documents
The documents in (a) and (b) below are collectively the "Teck Security Documents":
(a) Mortgage dated 15 July 2011, in the principal amount of $5,000,000, given by CMI in favour of Teck; and
(b) Security Agreement dated 15 November 2010, between CMI and Teck.
210
211
APPENDIX "18"
RBC Security Document
The document below is referred to as the "RBC Security Document":
(a) Cash Collateral Agreement dated 31 January 2011, between CMI and RBC, Royal Bank Mortgage Corporation, Royal Trust Corporation of Canada and the Royal Trust Company.
212
213
APPENDIX "19"
Court File No. CV-16-11511-00CL
BETWEEN:
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
- and -
CHIEFTAIN METALS INC. AND
CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c.B-3, AS
AMENDED; AN.D SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.0.1990, c.C.43, AS AMENDED
AFFIDAVIT OF JONATHAN KRIEGER
I, JONATHAN KRIEGER, of the City of Toronto, in the Province of Ontario, MAKE
OATH AND SAY:
1. I am a Senior Vice President of Grant Thornton Limited ("GTL"), Court-appointed
Receiver of Chieftain Metals Inc. and Chieftain Metals Corp. (the "Companies"), and as
such, have knowledge of the matters hereinafter deposed except where stated to be upon
information in which case I do verily believe such information to be true. This affidavit
is made in support of the Receiver's motion to approve its accounts.
214
2. Atta'Ched and n~arke·d as Exhibit ''A'·1 to this iny affidavit is a t:rue copy of the detailed
billing setting out the, fees and disbursements (inclutling HST) of GTL incuri:ed in its role
as R.ec.eiver of the Con1rsan1es fi'.oh1 September 6, 2016 to April J()~ .201% in the total
amount of $2()1,,5'38J(5, plus.J-IST, a11d such I& 'St1mmarizetl 01i Exhihit ''B;' to this my
affidavit.
3. Ih the cotwse ot' perfonning its du'ties, the Receive1''s staff expended a total of 488.85
hou1·g;. The average hourly rate of all 11<r::1·sonne1 of' the Receivet during the pefiod
September6;20.16 to April JO; 2017 is $411.
4; Givef1 the complexity of this h1solvency matter, I bel'ieve the hourly rates and the totally
amount or foes are reasonable and ·compai'able (or insolvency services of this 11atnre
rendered by other firms in the City of Toronto.
5. The hours spent on this matte!; and disbufSements i'ncm:red by GTL are outlined in detail
circunJstances.
6. This affidavit is sworn hi coiittection with the approval of the fees and disburs.ernents of
crrt and fol' no. improper :pttrpos .
SWORN be1ore me at the ) City ofToronto1 this25th ) da;y ofMaYi 2011. )
215
Exhibit "A" to the Affidavit of Jonathan Krieger, sworn before me this 25th day of May, 2017.
Commissioner for Taking Affidavits, etc.
216
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-and-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-2526
To professional services as Receiver rendered for the period ending September 30, 2016.
September 6, 2016
September 6, 2016
September 6, 2016
Description
Jennifer Kwon
• Attend at head office to take possession of same; Discussion with employees; Internal discussions re: steps to take; Review checklist; Correspondence with parties.
Bruce Bando
• Prepare for and attend Court; Various discussions and correspondence internally and with Counsel and the Company pertaining to the planning and execution of the receivership to include taking possession, bank accounts, employees, IT, press matters, operational matters, governance matters; Attend at company; Various correspondence and meeting with West Face.
Jonathan Krieger
• Correspondence and discussions re: matters related to administration, order received, and opposition; Correspondence re: first day matters to consider.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %.% per month (18% per annum) until paid.
A Canadian Member of Granl Thomlon lnlemational Ltd
4.50 hours
7.80 hours
0.50 hours
217
0 ,GrantThornton
September 6, 2016
September 7, 2016
September 7, 2016
September 7, 2016
September 7, 2016
September 8, 2016
Rosa Wilford
• Phone calls, follow instructions, review banking, freeze accounts, prepare bank letters, and emails.
Jennifer Kwon
• Conference call with West Face; Various internal discussions re: possession; Review court material and application.
Bruce Bando
• Various correspondence with West Face; Various discussions with BLG; Prepare for and attend conference call with West Face; Continue with protective measures to include bank accounts, IT and employees; Various discussions and correspondence with Counsel on employee matters to include termination and term and task matters; Correspondence with Norton Rose; Internal discussions during the day; eService matters; Prepare for and attend call with employees.
Jonathan Krieger
• Lead conference call with Company, Counsel on status of administration, action items for mandate and timeline; Review of correspondence re: communication with Endeavour and interested parties; Correspondence re: matters related to employee requests.
Rosa Wilford
• Follow up phone calls and email with Bank.
Jennifer Kwon
• Internal discussions re: possession; Prepare and send term and task letters; Correspondence and calls with employees and request for payroll; Meeting with property manager to discuss arrangements of changing locks of the premises and lease agreement; Discussions with CRA to arrange for trust examination.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y.% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntematlonal Lid
218 2
1.50 hours
4.00 hours
6.90 hours
1.20 hours
0.50 hours
4.50 hours
0 GrantThornton
September 8, 2016
September 8, 2016
September 8, 2016
September 9, 2016
September 9, 2016
Bruce Bando
• Various correspondence and discussions with West Face on status, to include discussion with BLG; Various correspondence and discussions with Bennett Jones on various receivership matters; L/M and issue termination letter to CEO; Various correspondence with Company; Review and amend term and task letters and discussions thereof; Tend to matters regarding potential environmental testing to include various correspondence; Matters regarding D&O funds, RBC and Teck; Changing of locks matters; Numerous discussions on IT; Update to West Face.
Jonathan Krieger
• Correspondence with team re: matters related to access to documents; Review of HR matters; Correspondence re: securing facility; Correspondence re: IT security; Correspondence with Endeavour.
Rosa Wilford
• Review and follow instructions, emails, bank letters, respond to phone calls and emails with Bank and Credit Card Divisions and general banking administration.
Jennifer Kwon
• Review invoices and prepare preliminary list of accounts payable; GST refund matter; Conference call with Aon re: insurance policies; Calls and correspondence with former employee; Meeting with landlord of premises; Calls with cell phone providers.
Mark Wentzell
• Discussion with B. Bando on environmental issues; review permitting matters and documentation from Company and detailed spreadsheets and go over memo of testing tasks; Consider permitting issues and subsequent operation and/ or sale of mine and related government permitting matters.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (i8% per annum) until paid.
A Canadian Member of Grant Thornton lnternaUonal Ltd
219 3
7.20 hours
1.30 hours
3.00 hours
5.00 hours
0.70 hours
Grant Thornton
September 9, 2016
September 9, 2016
September 9, 2016
September 10, 2016
September 10, 2016
September 12, 2016
Bruce Bando
• Conference call with Endeavour; Conference call with West Face; Various correspondence and discussions regarding employee matters, insurance, bank account, RBC, landlord and regulatory issues with respect to testing and mine manager; Various correspondence and discussion with former employees.
Jonathan Krieger
• Conference call with Endeavour; Conference call with WF and counsel; Correspondence re: matters related to Chieftain staffing, considerations on site; Correspondence with BC team re: mining expert on site; Correspondence from Counsel.
Rosa Wilford
• Review, follow and respond to emails, phone calls, correspondences with Bank, review print screens, prepare receipts, posting entries, and general banking administration.
Mark Wentzell
• Call with B. Bando on environmental issues; review of correspondence to/from employees and mine ministry; Discuss Mine Manager and request consultant details for B. Bando; Provide suggestions regarding next steps.
Bruce Bando
• Various correspondence with Counsel and file management.
Jennifer Kwon
• Internal discussions; Correspondence with all parties; Prepare list of creditors and contact information; Prepare termination of contracts for utilities; Review Company's sever.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
220 4
4.00 hours
1.50 hours
3.25 hours
0.30 hours
1.00 hours
2.50 hours
Grant TherntG>n
September 12, 2016
September 12, 2016
September 12, 2016
September 13, 2016
September 13, 2016
Bruce Bando
• Various discussions, meeting and correspondence with Counsel on term and task matters, mine manager matters and secured creditor issues; Correspondence with former employees and answer questions; Correspondence with counsel to former CEO; Internal discussions on draft correspondence, statutory reporting and other possession matters to include IT and landlord matters; Prepare for and attend call with potential purchaser; Discussion with BLG.
Jonathan Krieger
• Conference call with prospective purchaser re: interest in assets and history to their involvement; Discussion with M. Laugesen re: action plan going forward; Correspondence with team re: issues on site; Correspondence re: assets on site, employees.
Rosa Wilford
• Review, follow and respond to emails, phone calls, review bank, incoming wires, prepare receipts, posting entries and general banking administration.
Jennifer Kwon
• Weekly update call with West Face; Internal meetings re: possession; Correspondence and call with Aon re: insurance policies; Correspondence with legal counsel re: mine manager; Conference call re: mine manager and outstanding issues; Emails with employees; Prepare notice 245/256 notice; Follow up with property manager, utilities; Review Company server for information re: benefits.
Bruce Bando
• Continue with former employee matters to include review of agreements, discussions with Counsel and correspondence thereof; Mine manager matters to include conference call with Counsel and drafting and releasing correspondence to former mine manager and the province; RBC matters; Norton Rose funds matters; Office 365 matters; Insurance matters; Correspondence with interested purchaser of equipment; Correspondence with former employee re: former duties; Review and amend 246 notice.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Gran! Thornton lnlernatlonal Lid
221 5
7.00 hours
1.10 hours
1.80 hours
5.00 hours
5.50 hours
0 GrantThernton
September 13, 2016
September 13, 2016
September 14, 2016
September 14, 2016
September 14, 2016
September 14, 2016
Jonathan Krieger
• Call and discussion with R. J aipargas re: matters related to proposed process; Conference call with counsel, WF team re: discussion of proposed process, timeline, and considerations thereto; Correspondence from and to E. Cobb of Norton Rose; Correspondence with Counsel; Discussion re: timeline and required documents.
Rosa Wilford
• Review, follow and respond to emails, correspondences with Bank, provide wire information, transfer and general banking administration.
Jennifer Kwon
• Follow up correspondence with property manager; Correspondence with Ceridian payroll; Internal calls re: next steps; Make arrangements with liquidators for visit; Correspond with auctioneers regarding art.
Mark Wentzell
• Phone calls with B. Banda on environmental matters and review of related articles.
Bruce Bando
• Continue with former employee issues to include discussions with Counsel, West Face, amending same and correspondence with former employees; Discussion re: ROE's; Media matters; Various discussions and correspondence with Counsel on environmental and MEM matters to include discussion with West Face re: same; Prepare for and attend conference call with landlord of head office and their counsel; Discussion with Counsel re: same; Finalize 245/246 notice.
Jonathan Krieger
• Correspondence with Counsel re: matters related to employment matters; Correspondence re: matters related to onsite issues; Discussion re: Company assets; Review of media inquiry; Discussion re: considerations with former employees; Discussion with team re: preparation of materials for sale process; Review of draft communication to Endeavour; Correspondence with B. Banda and Counsel thereto.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International lid
222 6
1.60 hours
0.80 hours
1.50 hours
0.50 hours
5.20 hours
1.40 hours
0 GrantThornton
September 14, 2016
September 15, 2016
September 15, 2016
September 15, 2016
September 15, 2016
September 15, 2016
September 16, 2016
Virginia Moritz
• Locate Ceridian email contact information; Prepare email and attachments to request T4 and ROEs for terminated employees; Advise J. Kwon that if payroll journals with Year to Date info is supplied that GT can do the T4s.
Jennifer Kwon
• Instructions re: statutory requirements of 245/246 notices to investors and creditors; Calls and correspondence with former employees of Chieftain re: benefits and contracts; Follow up with utilities and other providers.
Mark Wentzell
• Discussion of status and potential mine manager role.
Bruce Bando
• Various discussions with Counsel in environmental matters and correspondence thereof; Contractor negotiations; Review press; Review and amend correspondence; Landlord and asset matters; Endeavour matters; Correspondence and discussion with West Face; Various discussions with BLG.
Jonathan Krieger
• Correspondence with B. Banda re: proposed sales process; Correspondence re: matters related to former employees.
Virginia Moritz
• Prepare/ draft utility closure emails with correct bankruptcy department contact information for Roger's and Telus per J. Kwon.
Jennifer Kwon
• Meeting with liquidator for furniture within head office.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Gran! Thomlon lnlemalional Ltd
223 7
0.50 hours
1.25 hours
0.50 hours
4.70 hours
0.30 hours
0.80 hours
1.00 hours
Grant Thernton
September 16, 2016
September 16, 2016
September 17, 2016
September 17, 2016
September 18, 2016
September 19, 2016
September 19, 2016
Bruce Bando
• Continue with independent contractor matters; Various discussions and correspondence with Counsel on contractor, sales process and environment matters; Various discussions with BLG; Correspondence potential purchaser and discussions thereof; Head office landlord and furniture matters; L/ C matters.
Virginia Moritz
• Discuss withJ. Kwon the implications on tax accounts for the payment of amounts owed to former employee; Emailed Ceridian for ROE reports and T4s.
Bruce Bando
• Various correspondence; Draft sale process memo.
Jonathan Krieger
• Review and comment on draft sales process memo for Chieftain; Correspondence with team thereto.
Bruce Bando
• Discussion with BLG; Amend sales process memo and forward to Counsel.
• Conference call with West Face; Amend sales process memo and forward to BLG; Various independent contractor matters; Various discussions on office furniture and third party assets; Chieftain email matters; Correspondence with TSX; Discussion on operational matters with Keith Boyle; RBC letters of credit matters; Review environmental correspondence from Keith Boyle and forward to Counsel; Discussion with BLG.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
224 8
4.40 hours
1.10 hours
3.00 hours
0.70 hours
0.60 hours
1.25 hours
6.00 hours
0 GrantThornton
September 19, 2016
September 19, 2016
September 20, 2016
September 20, 2016
September 20, 2016
September 21, 2016
Jonathan Krieger
• Call with West Face and Counsel; Correspondence with B. Bando and Counsel re: matters related to sales process memo and former employees.
Rosa Wilford
• Review and drafted CRA letter, filled RC59 forms for CRA, and provided supporting documentation and requested an HST business number be setup for the receivership estate; Review email instructions re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Bruce Bando
• Continue with various drafts and finalization of sales process memorandum, NDA and tracking of prospective purchasers; Various discussions with BLG; Various discussions with Bennett Jones to include conference call re: MEM and MOE matters; Various correspondence with K Boyle; Correspondence with interested party; Correspondence with West Face.
Jonathan Krieger
• Call with B. Bando and company counsel; Review of revisions to sales process memo; Correspondence with Counsel thereto.
Virginia Moritz
• Prepare WEPP calculations and communications; Review vendor bill; Prepare cancellation notice to web service; Review payroll provider's ROEs and T4s, scan same and store on server; Internal discussions re: director's eligibility forWEPP.
Jennifer Kwon
• Correspond with creditors; Email exchanges with former employees re: certain issues.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
225 9
0.90 hours
3.00 hours
5.30 hours
0.60 hours
2.50 hours
0.50 hours
0 GrantThorriton
September 21, 2016
September 21, 2016
September 21, 2016
September 22, 2016
September 22, 2016
September 22, 2016
September 23, 2016
Bruce Bando
• Various discussions and correspondence with Counsel on sales process; Landlord and furniture matters; WEPP matters; Correspondence with MEM; Correspondence with former employee on WEPP.
Jonathan Krieger
• Call with B. Banda re: review of sales process memo; Call with team re: considerations with sales process and interested parties; Conference call with counsel and team re: finalization of sales documents, considerations from interested parties.
Virginia Moritz
• Employee Matters; Review ROEs and T4s received from payroll provider; Send information on WEPP eligibility, prepare same for mailing.
Bruce Bando
• Various discussions with Counsel on the finalization of the sales process and MEM matters; Correspondence with MEM; Correspondence with landlord; Data room matters; Discussion with BLG; Discussion with prospective purchaser; Correspondence with former employee on claim.
Jonathan Krieger
• Final review of sales process memo; Call with prospective purchaser re: inquiry; Correspondence with Counsel.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Email correspondence with creditors; Email correspondence with employees.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnlemational Lid
226 10
4.90 hours
1.10 hours
1.00 hours
3.70 hours
0.70 hours
0.40 hours
0.50 hours
Grant Thornton
September 23, 2016
September 23, 2016
September 23, 2016
September 26, 2016
September 26, 2016
September 26, 2016
September 27, 2016
Bruce Bando
• RBC L/ C matters, correspondence with RBC and discussion with Counsel; Sales process matters, update prospective purchasers list; Prepare communication to prospective purchasers and release; Tend to matters pertaining to site visit by prospective purchaser to include various correspondence with K. Boyle; Correspondence with B. Armstrong on compensation request; Prepare for and attend conference call with the MEM followed by discussions with Counsel thereafter.
Jonathan Krieger
• Review of correspondence to interested parties; Corr. with counsel re: sales process; Correspondence with team re: matters related to data room; Review of correspondence from Keith Boyle re: expenses.
Rosa Wilford
• Review emails, follow instructions, listen to voicemail, return phone call and leave message.
Bruce Bando
• Various discussions with Counsel; Discussion with West Face and provide update thereafter; Various correspondence with prospective purchasers; Draft reply re: site visit.
Jonathan Krieger
• Review of corr. re: matters related to position of MEM; Correspondence re: prospective purchaser due diligence.
Rosa Wilford
• Review email instructions from B. Bando re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, respond to email and general banking administration.
Jennifer Kwon
• Review correspondence between parties; Internal discussions; Provide data room access to numerous parties who have signed CA.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Granl Thomlon lnlemaUonal Ltd
227 11
5.70 hours
1.00 hours
0.50 hours
2.20 hours
0.50 hours
0.60 hours
1.00 hours
Grant Thornton
September 27, 2016
September 27, 2016
September 28, 2016
September 28, 2016
September 28, 2016
September 28, 2016
September 28, 2016
September 29, 2016
Bruce Bando
• Various correspondence with K. Boyle; Various correspondence with Counsel; Correspondence with prospective purchaser; Landlord and furniture matters.
Jonathan Krieger
• Correspondence with counsel; Review of documentation re: prospective purchaser due diligence; Correspondence re: matters related to other parties access to data room.
Jennifer Kwon
• Calls and emails with creditors; Prepare cash flow projection; Follow up with insurance companies.
Bruce Bando
• Various correspondence with BC landlord distraint proceedings and contents of two storage units; File matters; Service List matters; Correspondence with West Face; SRD matters; Correspondence with prospective purchaser; Various correspondence with MEM.
Jonathan Krieger
• Correspondence with counsel re: lease issues; Correspondence with team re: sales process.
Rosa Wilford
• General banking administration.
Virginia Moritz
• AIG policy contact and underwriter; Send email with court order requesting a copy of the policy; Place a followup call with underwriter.
Jennifer Kwon
• Internal meeting re: cash flow and funding; Call with York Street Financial re: group benefits; Emails with potential purchasers; Provide data room access to interested parties; Inquiries with interested parties; Correspondence with property manager; Emails with interested parties and creditors for information.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
228 12
1.70 hours
0.50 hours
1.50 hours
2.80 hours
0.40 hours
0.10 hours
0.80 hours
1.50 hours
Grant Thornton
September 29, 2016
September 29, 2016
September 30, 2016
September 30, 2016
September 30, 2016
Bruce Bando
• Prepare for and attend meeting with West Face; BC storage matters and discussions thereof; Discussion with Counsel on MEM matters; Toronto landlord and furniture matters; Discussion on benefit carrier; file management matters; Correspondence with former CEO; Correspondence with prospective purchaser; Correspondence with MEM.
Jonathan Krieger
• Meeting re: status update; Correspondence with team re: status of sales process, suggestions on further advancing interest.
Jennifer Kwon
• Attend head office to meet with interested purchaser for furniture; Correspond with legal counsel with respect to bill of sale; Provide access to data room; Correspond with creditors with respect to assets and storage rooms; Correspondence with group benefit insurer.
Bruce Bando
• Various correspondence and discussion with prospective purchasers; Correspondence with MOE and forward to Counsel; eService matters; Various discussions on head office furniture and next steps; Various discussions and correspondence on deck panels and storage thereof; Various correspondence with West Face; Various correspondence with MEM; Various correspondence and discussion on Teck request for site visit.
Jonathan Krieger
• Correspondence with counsel re: matters on site; Correspondence with B. Bando re: sales process; Correspondence re: considerations onsite; Correspondence re: data room access.
Accounts are due when rendered, All accounts outstanding over 30 days will be charged interest at a rate of 1 %.% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
229 13
3.50 hours
1.10 hours
2.75 hours
4.00 hours
0.70 hours
Grant Thornton
Time Summar_y
J. Krieger, Sr. Vice President 17.10 hours@ $550.00 per hour $ 9,405.00
M. Wentzell, Sr. Vice President 2.00 hours@ $500.00 per hour $ 1,000.00
B. Bando, Vice President 97.10 hours@ $495.00 per hour $ 48,064.50
R. Wilford, Manager 15.45 hours@ $235.00 per hour $ 3,630.75
J. Kwon, Senior Associate 38.25 hours@ $195.00 per hour $ 7,458.75 V. Moritz, Analyst 6.70 hours@ $120.00 per hour $ 804.00
176.60 $ 70,363.00 5% Technology and Administration $ 3,518.15
$ 73,881.15 Disbursements
Travel $ 57.55 Courier $ 10.69
$ 68.24
Subtotal $ 73,949.39 HST $ 9,613.42
Total Invoice $ 83,562.81
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
230 14
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
- and-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-2669
To professional services as Receiver rendered for the period ending October 31, 2016.
October 3, 2016
October 3, 2016
Description
Jennifer Kwon
• Correspondence with legal counsel re: bill of sale; Summarize offers on head office furniture; Call with Keith Boyle re: site visit; Email exchanges to ensure data room access; Internal discussions; Calls and emails with creditors.
Bruce Bando
• Various correspondence MEM; Head office furniture offer matters, review draft Bill of Sale and discussions thereof; Various correspondence prospective purchasers and provide confidential appendices and data room access; Discussion with Keith Boyle; Term and task matters and review of invoices; Various other discussions.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18'Yo per annum) until paid.
A Canadian Member of Grant Thornton International Lid
1.50 hours
4.10 hours
231
Grant Thornton
October 3, 2016
October 4, 2016
October 4, 2016
October 5, 2016
October 5, 2016
October 5, 2016
October 6, 2016
October 6, 2016
Jonathan Krieger
• Correspondence with team re: queries from interested parties; Call with B. Banda; Review and comment on draft correspondence; Correspondence with West Face.
Jennifer Kwon
• Schedule pickup for Xerox machine; Update data room access; Correspondence with creditors, insurance companies and general inquiries.
Bruce Bando
• Prospective purchaser matters and correspondence thereof; Correspondence and discussion with Counsel; Correspondence MEM; Head office matters; Conference call MEM; Discussion with Counsel thereafter.
Jennifer Kwon
• Calls and emails with creditors/potential purchasers.
Bruce Bando
• Correspondence K. Boyle; Correspondence Counsel re: prospective purchaser inquiry.
Jonathan Krieger
• Review of correspondence from Counsel; Correspondence from interested parties; Correspondence with team re: next steps with sales process; Correspondence with team re: office considerations.
Jennifer Kwon
• Attend head offices for removal of leased items; Notify interested parties of the uploaded documents in data room; Review invoices, cheque requisitions for outside consulting; Call with creditor with equipment on site; Upload additional documents to the data room.
Bruce Bando
• Correspondence prospective purchaser; Data room matters; Head office matters.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
232
0.70 hours
0.50 hours
2.00 hours
0.75 hours
0.40 hours
1.20 hours
2.25 hours
0.70 hours
Grant Thornton
October 6, 2016
October 7, 2016
October 7, 2016
October 9, 2016
October 11, 2016
October 11, 2016
October 11, 2016
October 11, 2016
October 12, 2016
Rosa Wilford
• Email, cheque processing, review account and general banking administration.
Jennifer Kwon
• Call with Environmental Assessment officer.
Rosa Wilford
• Correspondences with Bank, review print screens for expecting wire, prepare deposit, posting entries, email to B. Bando re notification of wire, and reconcile September bank statement.
Bruce Bando
• Correspondence West Face; Correspondence counsels.
Jennifer Kwon
• Call with Maple Leaf Storage re: payments.
Bruce Bando
• Correspondence and discussion re: BC storage units; Discussion with BLG; Discussion with Bennett Jones; Internal discussion re: head office furniture; Review consultant expenses; Review Endeavour matters; CRA matters; Discussion with West Face.
Jonathan Krieger
• Discussion with B. Bando re: matters related to Chieftain Toronto office; Review of correspondence re: matters related to status of reviews; Discussion with B. Bando re: due diligence process.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Call with creditor; Follow up with trust examiner.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International ltd
233 3
0.30 hours
0.10 hours
0.80 hours
0.50 hours
0.25 hours
2.40 hours
0.50 hours
0.40 hours
0.25 hours
0 GrantThornton
October 12, 2016
October 12, 2016
October 13, 2016
October 13, 2016
October 13, 2016
October 13, 2016
October 14, 2016
October 14, 2016
Bruce Bando
• Third party asset matters; Conference call with BLG and Bennett Jones; Correspondence re: CRA; Discussion with West Face; Prospective purchaser matters.
Rosa Wilford
• Review banking reports and approve monthly estate balances.
• Discussion with Counsel re: Teck; Review disbursements and discussion thereof; IT cloud matters; Internal discussion on sales process.
Jonathan Krieger
• Correspondence with team re: status of sales process; Correspondence re: matters related to inquiries from parties.
Rosa Wilford
• Review email re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, prepare deposit requisition form and post entries, respond to emails and general banking administration.
Bruce Bando
• Various correspondence, review and discussion ofWEPP matters; Correspondence Counsel and various discussions; Conference call with prospective purchasers.
Jonathan Krieger
• Call with potential party; Correspondence re: matters related to timeline.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton tnternaUooal Ltd
234 4
1.65 hours
0.10 hours
0.50 hours
1.10 hours
0.70 hours
0.50 hours
1.70 hours
0.40 hours
GrantThornton
October 14, 2016
October 17, 2016
October 17, 2016
October 17, 2016
October 17, 2016
October 18, 2016
October 18, 2016
October 19, 2016
Virginia Moritz
• Review emails from former employee making a wage claim; Review with WEPP laws and discussion thereof; Prepare letter along with WEPP amounts adjudged as owed.
Bruce Bando
• Various correspondence Keith Boyle; Review invoices; Various correspondence prospective purchasers; IT matters; CRA matters; Benefit carrier matters; Discussion and correspondence Counsel re: Teck; Various correspondence re: data room documents.
Jonathan Krieger
• Correspondence with B. Bando re: sales process; Review of correspondence from Counsel; Review of information request and added documents.
Rosa Wilford
• Complete cheque requisition forms, prepare and issue cheques, respond to emails, voiding of payments, General Ledger print outs, review transactions, stop payment request, email Bank.
Virginia Moritz
• CRA telephone calls to Trust Examiner regarding documentation required.
• Correspondence email provider; Prepare for and attend conference call with AIG; Various correspondence K. Boyle re: rental charge at Atlin and review of documents; Correspondence re: Water Treatment Plant inquiry; Correspondence prospective purchaser.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternaUonal Lid
235 5
3.50 hours
2.25 hours
1.00 hours
1.00 hours
0.50 hours
0.90 hours
0.60 hours
1.90 hours
Grant Thornton
October 19, 2016
October 19, 2016
October 20, 2016
October 20, 2016
October 20, 2016
October 21, 2016
October 21, 2016
October 23, 2016
October 24, 2016
Jonathan Krieger
• Correspondence re: interested parties.
Rosa Wilford
• General banking administration.
Bruce Bando
• Correspondence K, Boyle on Atlin assets and forward same to Counsel; Discussion with prospective purchaser.
Jonathan Krieger
• Correspondence re: matters related to government correspondence; Correspondence re: proposed response.
Virginia Moritz
• Prepare employee's WEPP package for former employee, follow up on emails and internal discussion regarding WEPP program eligibility.
Bruce Bando
• Discussion BLG; Prepare for and attend meeting with prospective purchaser; Correspondence with another prospective purchaser; Internal discussion; Discussion with West Face.
Jonathan Krieger
• Review of offers received; Correspondence and discussion with team thereto; Discussion of implications of offers.
Bruce Bando
• Review and summarize offers.
Bruce Bando
• Discussion re: results of sales process, amend analyses and forward to West Face; Discussion with BLG; Term and task matters to include correspondence with Counsel and review and approval of payments; Email from former employee re: WEPP.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
236 G
0.30 hours
0.10 hours
0.80 hours
0.30 hours
1.80 hours
2.30 hours
0.80 hours
1.50 hours
1.80 hours
Grant Thornton
October 24, 2016
October 25, 2016
October 25, 2016
October 25, 2016
October 25, 2016
October 26, 2016
Rosa Wilford
• Review email re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, review banking and post, review General Ledger Report, emails and general banking administration.
Bruce Bando
• Discussion and provide information re: K. Boyle WEPP; Review various correspondence from K. Boyle, draft response, forward to Counsel and then release; CRA trust examination matters. Review and approve disbursements; Continue to tend to K. Boyle matters re: D&O claim; Discussion BLG; Various discussions Bennett Jones; Discussions West Face re: amounts owing and review of books and records; Consider and draft agenda for tomorrow's call with West Face; Internal discussion on next steps; Various correspondence pertaining MOE and MEM.
Jonathan Krieger
• Correspondence re: matters related to offers, staffing considerations from former employees re: project.
Rosa Wilford
• Review email re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, void payments, phone call and general banking administration.
Virginia Moritz
• Telephone call with former employee re: WEPP eligibility; Call to the CRA trust examiner regarding lack of records and timing of examination; E-filing WEPP eligible amounts and emails to confirm; Internal discussion re: WEPP.
Bruce Bando
• Review various correspondence from the MEM; Prepare for and attend conference call with West Face; Conference call with Counsel thereafter; Call with MEM; Correspondence West Face; Various discussions with BLG; WEPP matters; Various correspondence K. Boyle; Correspondence Vancouver landlord; Draft and release correspondence to MEM.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternallonal Ltd
237 7
1.50 hours
5.10 hours
0.40 hours
1.00 hours
0.80 hours
4.90 hours
0 GrantThornton
October 26, 2016
October 26, 2016
October 27, 2016
October 27, 2016
October 27, 2016
October 28, 2016
October 28, 2016
October 31, 2016
Jonathan Krieger
• Call with West Face, counsel re: matters related to sales process, correspondence with BC government; Correspondence with counsel thereto; Correspondence re: matters related to response to government; Correspondence re: matters related to staffing.
Rosa Wilford
• General banking administration.
Bruce Bando
• Review files re: core samples and correspondence West Face; Discussion with offeror; Internal correspondence re: head office matters; Correspondence K. Boyle; Correspondence Bennett Jones; Discussion with BLG; Correspondence BLG.
Jonathan Krieger.
• Review of correspondence re: matters related to staffing, BC government.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Attend head office to identify books and records; Correspondence with potential purchaser for furniture; Correspondence with landlord; Correspondence with insurance.
Bruce Bando
• Internal discussion on outstanding matters; Correspondence shareholder; Correspondence creditor; Attendance at head office and plan for closure thereof; Review draft correspondence; Discussion with West Face.
Jennifer Kwon
• Correspondence with third party services re: boxing and storing records.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternaUonal Ltd
238 8
1.30 hours
0.20 hours
2.30 hours
0.70 hours
0.20 hours
2.50 hours
2.90 hours
0.25 hours
Grant Thornton 9
October 31, 2016 Bruce Bando
• Various correspondence and review of WEPP for former employees; Various correspondence on sale of head office furniture; Correspondence Counsel; Discussions BLG; Discussions Counsel; Draft and release letters to prospective purchasers; Discussion West Face; Discussions with prospective purchaser. 4.10 hours
October 31, 2016
October 31, 2016
Jonathan Krieger
• Review of correspondence re: status of offers; Correspondence with M. Laugesen.
Virginia Moritz
0.40 hours
• WEPP administration including calls, emails and internal discussion re: WEPP claim. 1.30 hours
Time Summary
J. Krieger, Sr. Vice President 8.70 hours@ $550.00 per hour $ 4,785.00
B. Bando, Vice President 45.30 hours@ $495.00 per hour $ 22,423.50
R. Wilford, Manager 6.60 hours@ $235.00 per hour $ 1,551.00
J. Kwon, Senior Associate 8.85 hours@ $195.00 per hour $ 1,725.75
V. Moritz, Analyst 7.90 hours@ $120.00 per hour $ 948.00
77.35 $ 31,433.25
5% Technology and Administration $ 1,571.66
$ 33,004.91
Disbursements
Travel $ 26.83
$ 26.83
Subtotal $ 33,031.74
HST $ 4,294.13
Total Invoice $ 37,325.87
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
239
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-and-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-2767
To professional services as Receiver rendered for the period ending November 30, 2016.
November 1, 2016
November 1, 2016
November 1, 2016
November 2, 2016
Description
Jennifer Kwon
• Attend head office; Correspondence with legal counsel; Correspondence with office equipment purchaser re: bill of sale.
Bruce Bando
• Various discussions on head office matters; Various correspondence with former employee and internal discussion thereof.
Jonathan Krieger
• Discussion with counsel re: administration; Discussion with team re: comments from offerors.
Jennifer Kwon
• Prepare cheque requisitions for outside consulting; Correspondence with storage and property manager.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of i W/o per rnonth (18% per annum) until paid.
A Canadian Member of Grant Thornton International Lid
1.25 hours
1.40 hours
0.60 hours
0.75 hours
240
0 GrantThornton
November 2, 2016
November 2, 2016
November 2, 2016
November 3, 2016
November 3, 2016
November 3, 2016
November 4, 2016
November 4, 2016
Bruce Bando
• Discussion with Offeror; Discussion with BLG; Provide update to West Face; General file matters.
Jonathan Krieger
• Discussion with team re: matters related to position of offeror; Correspondence with counsel re: administration.
Rosa Wilford
• Review and respond to email from]. Kwon, provide banking information and general administration.
Jennifer Kwon
• Correspondence with property manager for storage units; Attend premises for possession of books and records; Meeting with property manager at the head office; Review invoices and prepare cheque requisitions; Internal meeting.
Bruce Bando
• Discussion BLG; Discussion with Bennett Jones; Vancouver storage matters; Review and approve payments to include contractors; Head office books and records matters; Sale of furniture matters and timing thereof; Correspondence with MEM.
Rosa Wilford
• Review instructions from]. Kwon; Cheque processing; complete cheque requisition forms, re: payment of invoices; Void payments, prepare and issue cheques, Complete receipt requisition forms, post entries, respond to emails and general banking administration.
Jennifer Kwon
• Correspondence with creditor re: property claim; Review outside consulting invoices and prepare cheque requisitions.
Bruce Bando
• Head office matters; Book and records matters; Discussion with Counsel.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 :1:/.% per month (18% per annum) until paid.
A Canadian Member of Gran! Thomlon lnlernational Ltd
241 2
1.80 hours
0.70 hours
0.25 hours
3.00 hours
2.10 hours
2.25 hours
0.75 hours
1.10 hours
Grant Thornton
November 4, 2016
November 7, 2016
November 7, 2016
November 7, 2016
November 7, 2016
November 7, 2016
November 8, 2016
Rosa Wilford
• Review email instructions from J. Kwon; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Bruce Bando
• Correspondence with K. Boyle; Review and approve payments; Review and amend various versions of the correspondence to the MEM to include various discussions with Counsel; Various matters with West Face and their counsel; Correspondence with previous prospective purchaser; Head office matters.
Jonathan Krieger
• Review of correspondence re: matters related to sales process; Review and comments on correspondence to MEM; Call with counsel; Review of correspondence from WF counsel; Correspondence related to interest in assets; Correspondence re: matters related to D&O inquiry.
Rosa Wilford
• Review instructions from J. Kwon re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, prepare deposit requisition form and post entries, respond to emails and general banking administration.
Valerie Naccarato
• Deposit at bank.
Jennifer Kwon
• Data room access; Correspondence with property manager; Correspondence with purchaser of head office equipment.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Yi% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
242 3
1.00 hours
0.25 hours
3.50 hours
0.90 hours
1.00 hours
0.10 hours
0.50 hours
Grant Thornton
November 8, 2016
November 8, 2016
November 8, 2016
November 9, 2016
November 9, 2016
November 9, 2016
November 9, 2016
November 10, 2016
November 10, 2016
Bruce Bando
• Correspondence with Counsel regarding an offeror; Correspondence with prospective purchaser; Head office matters.
Rosa Wilford
• Review email correspondence: re payment of invoice; Complete cheque requisition form, prepare and issue cheque and general banking administration.
Virginia Moritz
• Retrieve ADP payroll journals from secure drop box; format for printing; Order courier pickup for 2016 documentation; Call trust examiner to arrange an appointment.
Jennifer Kwon
• Email with property management and purchaser of office equipment.
Bruce Bando
• Head office matters.
Rosa Wilford
• Review email correspondence: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Virginia Moritz
• Format and print payroll journals; Review the contents of 4 boxes delivered from the accountant.
Jennifer Kwon
• Meet with trust examiner from the CRA; Correspondence with Epinet work; Review PPSA to confirm security.
Rosa Wilford
• Review estate bank account and reconcile October 2016 statement.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnlernaUonal ltd
243 4
0.40 hours
1.00 hours
1.30 hours
0.25 hours
0.20 hours
0.50 hours
2.50 hours
0.50 hours
0.25 hours
Grant Thornton
November 11, 2016
November 11, 2016
November 11, 2016
November 14, 2016
November 14, 2016
November 14, 2016
November 15, 2016
November 15, 2016
November16,2016
Bruce Bando
• Discussion with West Face; Discussion with Counsel; Review ftles and forward same to West Face.
Jonathan Krieger
• Correspondence re: matters related to CAs and interested parties.
Rosa Wilford
• Review banking reports and approve monthly estate balances.
Bruce Bando
• Call from interested party; Correspondence with K. Boyle and internal discussion re: same; Discussion with Counsel; Review ftles in preparation for and attend conference call with Counsel and BLG.
Rosa Wilford
• General banking administration.
Virginia Moritz
• Prepare four periods of outstanding GST period returns from boxes of company information sent by the accountant of Chieftain Metals Inc. and Corp.; Prepare ITC summary worksheet and invoice copies of ITCs to fax to CRA trust examiner; Call CRA to verify periods; Scan documents to the server.
Bruce Bando
• Head office matters; CRA matters; Discussion with prospective purchaser; Conference call with Counsel.
Jonathan Krieger
• Call with counsel; Review of status of matters re: sales process.
Jennifer Kwon
• Prepare letter to landlord and notice of lease disclaimer.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Lid
244 5
1.30 hours
0.20 hours
0.10 hours
1.50 hours
0.20 hours
2.80 hours
1.30 hours
0.30 hours
0.50 hours
·Grant Thornton
November 16, 2016
November 17, 2016
November 17, 2016
November 17, 2016
November 17, 2016
November 18, 2016
November 18, 2016
November 18, 2016
Bruce Bando
• Head office matters to include review of draft disclaimer; Discussion with Counsel; Discussion with BLG; CRA matters; Correspondence with West Face.
Jennifer Kwon
• Review invoices and prepare cheque requisitions; Correspondence with Bennett Jones re: lease disclaimer; Amend notice of disclaimer; Administrate access to data room; Review mail correspondence and send notice of receivership to additional creditors.
Bruce Bando
• Prepare and attend conference call with West Face; Various correspondence with Counsel; Head office matters and disclaimer; General file management.
Jonathan Krieger
• Review of matters re: legal accounts; Discussion with team re: MEM matters; Conference call with West Face team.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques, respond to queries and general banking administration.
Jennifer Kwon
• Review invoice from lease; Call with creditor.
Jonathan Krieger
• Correspondence with team re: matters related to offers received on assets, process going forward.
Rosa Wilford
• Complete various HST Returns: review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Lid
245 6
1.10 hours
2.00 hours
1.00 hours
0.50 hours
1.00 hours
0.25 hours
0.30 hours
1.00 hours
Grant Thornton
November 19, 2016
November 21, 2016
November 21, 2016
November 21, 2016
November 22, 2016
November 22, 2016
November 23, 2016
November 23, 2016
November 23, 2016
Jennifer Kwon
• Attend head office to give instructions to movers and property manager; Correspondence with property manager.
Jennifer Kwon
• Review invoice and prepare cheque requisition; Correspondence with employee re: GST.
Bruce Bando
• Correspondence with West Face and Counsel; Discussion AIG.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, prepare and issue cheque, respond to queries, email and general banking administration.
Bruce Bando
• Correspondence with Counsel; Correspondence with West Face.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Review invoice and prepare cheque requisition; Correspondence with employee re: GST.
Bruce Bando
• Discussion with West Face; Discussion with prospective purchaser; Discussion with BLG; Correspondence with West Face; Disbursement matters.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, validate GST number, and prepare disbursements, email and general banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnlemallonal Lid
• Review and amend project SRD; Various correspondence and discussions thereof; Disbursement matters; Correspondence with Pompeyo and review attachments thereof.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Revise projected cash flow; Correspondence with team.
Bruce Bando
• Discussion with BLG; Correspondence with prospective purchaser; Discussions on cash flow to include rent matters for head office and review thereof; Discussion regarding another prospective purchaser; Correspondence with West Face.
Rosa Wilford
• General banking administration.
Bruce Bando
• Correspondence from insurance broker; Correspondence with prospective purchaser; Correspondence with B. Armstrong re: FMC; Discussion with BLG.
Virginia Moritz
• Review CRA trust examination for GST /HST relative to filing done; Review payroll examination statement and notice of assessment.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %.% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
247
1.00 hours
1.90 hours
0.10 hours
0.50 hours
1.85 hours
0.10 hours
0.50 hours
1.00 hours
0.75 hours
:Grant Thornton
November 29, 2016
November 29, 2016
November 30, 2016
November 30, 2016
Bruce Bando
• Various correspondence with Counsel and West Face and discussions with BLG re: prospective purchaser; Review, amend and send funding request and draft Receiver's Certificate to West Face; Various correspondence with prospective purchasers; Discussions with Counsel.
Jonathan Krieger
• Correspondence with team re: interest in assets, considerations re: Receiver's certificates and rate; Correspondence with counsel thereto.
Jennifer Kwon
• Correspondence with creditors; Correspondence with property manager re: storage. Call with interested purchaser.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, prepare disbursements, review banking, email team for direction of payments, follow instructions, and prepare cheques and general banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternallonal Lid
248 9
3.60 hours
0.30 hours
0.50 hours
1.50 hours
· GtarttThorriton
Time Summacy
J. Krieger, Sr. Vice President 3.80 hours@ $550.00 per hour $ 2,090.00 B. Bando, Vice President 26.65 hours@ $495.00 per hour $ 13,191.75
R. Wilford, Manager 11.25 hours@ $235.00 per hour $ 2,643.75
J. Kwon, Senior Associate 14.25 hours@ $195.00 per hour $ 2,778.75
V. Naccarato, Analyst 0.10 hours@ $120.00 per hour $ 12.00 V. Moritz, Analyst 7.60 hours@ $120.00 per hour $ 912.00
63.65 $ 21,628.25 5% Technology and Administration $ 1,081.41
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemaUonal Ltd
249 10
GrantTh'C>rnton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-and-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-2876
To professional services as Receiver rendered for the period ending December 31, 2016.
December 1, 2016
December 2, 2016
December 5, 2016
Description
Rosa Wilford
• Review email instructions; Correspondences and phone call with Bank, review print screens for expecting transfers, prepare receipt requisitions, posting entries, email to team re notification of wire transfer, complete cheque requisition forms, prepare and issue cheques and general banking administration.
Jonathan Krieger
• Call with prospective purchaser re: considerations re: interest in assets by party; Call with West Face thereto; Correspondence with counsel for West Face; Review of relevant documents re: same.
Rosa Wilford
• General banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18'Yo per annum) until paid.
A Canadian Member of Grant Thornton International ltd
2.70 hours
1.00 hours
0.20 hours
250
Grant Thornton
December 7, 2016
December 8, 2016
December 8, 2016
December 9, 2016
December 9, 2016
December 9, 2016
December 12, 2016
December 12, 2016
December 13, 2016
Jennifer Kwon
• Email correspondence with property manager of head office; Review correspondence.
Jonathan Krieger
• Correspondence with interested party re: NDA, access to information; Correspondence with counsel re: NDA, go forward considerations.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Review invoices and prepare cheque requisitions; Review data room and feasibility reports.
Jonathan Krieger
• Correspondence re: matters related to request for meeting; Correspondence re: matters related to NDA for interested party.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Correspondence with interested party re: feasibility report.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, prepare disbursements, review banking, prepare cheques and general banking administration.
Rosa Wilford
• Review estate bank account and reconcile November 2016 statement.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
251 2
0.20 hours
0.80 hours
0.30 hours
0.40 hours
0.30 hours
0.10 hours
0.10 hours
0.50 hours
0.40 hours
Grant Thornton
December 14, 2016
December 14, 2016
December 14, 2016
December 15, 2016
December 15, 2016
December 15, 2016
December 15, 2016
December 16, 2016
December 16, 2016
Jennifer Kwon
• Correspondence with potential purchaser; Correspondence with BC work place agent; Correspondence with employees.
Bruce Bando
• CRA matters; Correspondence West Face; Various correspondence prospective purchaser; Correspondence K. Boyle.
Virginia Moritz
• Verify and confirm GST credits due.
Jennifer Kwon
• Correspondence with interested purchaser; Provide documentation requested.
Bruce Bando
• NDA matters with prospective purchaser; CRA matters.
Rosa Wilford
• Review banking reports and approve monthly estate balances.
Virginia Moritz
• Verify income for Chieftain employees in BC for Workplace BC; Telephone and prepare email with spreadsheet of earnings and instructions to close the account at the receivership date.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Bruce Bando
• Various correspondence K. Boyle; File management.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnlemaUonal Ltd
252 3
0.30 hours
1.90 hours
0.50 hours
0.20 hours
0.40 hours
0.10 hours
1.10 hours
0.30 hours
0.50 hours
Grant Thornton
December 16, 2016
December 19, 2016
December 19, 2016
December 19, 2016
December 20, 2016
December 20, 2016
December 21, 2016
December 21, 2016
Rosa Wilford
• Complete HST Returns; Review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general administration.
Bruce Bando
• Various correspondence insurer and related correspondence and discussion with Counsel; Correspondence contractors; Correspondence previous provider to the Company; Internal discussion.
] ennifer Kwon
• Correspondence with creditor; Review invoices and prepare cheque requisitions; Review mail and invoices from creditors.
Rosa Wilford
• Review instructions: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques, respond to queries and general banking administration.
Bruce Bando
• Insurance matters to include correspondence with broker; Review correspondence and files from the Company re: tax pools; Correspondence Redfern Receiver re: same.
Rosa Wilford
• General banking administration.
Bruce Bando
• Various correspondence prospective purchaser and K. Boyle; Correspondence re: insurance.
Jennifer Kwon
• Correspondence with K. Boyle (employee) re: Atlin airport renewal; Review bank balances.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemaUonaf ltd
253 4
0.40 hours
1.00 hours
1.00 hours
0.60 hours
1.50 hours
0.50 hours
0.60 hours
0.25 hours
Grant Thornton 5
December 21, 2016 Rosa Wilford
• Follow instructions fromJ. Kwon: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques, void payment and general banking administration. 0.50 hours
December 22, 2016
December 23, 2016
Time Summaty
Bruce Bando
• Review correspondence from A&M; Discussion West Face; Discussion prospective purchaser.
Rosa Wilford
• Review file and general banking administration.
J. Krieger, Sr. Vice President 2.10 hours@ $550.00 per hour $ B. Banda, Vice President 7.20 hours@ $495.00 per hour $
R. Wilford, Manager 6.60 hours@ $235.00 per hour $
J. Kwon, Senior Associate 2.75 hours@ $195.00 per hour $ V. Moritz, Analyst 1.60 hours@ $120.00 per hour $
20.25 $ 5% Technology and Administration $
$ Disbursements Courier $ Subtotal $
HST $
Total Invoice $
1.30 hours
0.30 hours
1,155.00 3,564.00
1,551.00
536.25 192.00
6,998.25 349.91
7,348.16
31.08 7,379.24
959.30
8,338.54
Accounts are due when rendered, All accounts outstanding over 30 days will be charged interest at a rate of 1 %'%per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
254
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
- and-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-2989
To professional services as Receiver rendered for the period ending January 31, 2017.
January 3, 2017
January 3, 2017
January 3, 2017
Description
Bruce Bando
• Disbursement matters; Various correspondence Counsel re: BC Government and press story; Correspondence insurance broker.
Rosa Wilford
• Complete receipt requisition forms, post entries, email and general banking administration.
Valerie Naccarato
• Deposit at bank.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternaUonru Ltd
0.50 hours
0.50 hours
0.10 hours
255
Grant Thornton
January 4, 2017
January 4, 2017
January 4, 2017
January 5, 2017
January 6, 2017
January 6, 2017
January 9, 2017
January 9, 2017
January 9, 2017
Bruce Bando
• Airport lease matters; Correspondence Counsel and review of press writing; Correspondence West Face regarding Receiver's Certificate and review thereof; Correspondence West Face regarding confirmation of indebtedness.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Rosa Wilford
• Complete cheque requisition forms, re: payment of invoices; prepare and issue cheques and general banking administration.
Bruce Bando
• Discussion and correspondence with prospective purchaser; Various discussions and correspondence West Face.
Bruce Bando
• biscussion with the MEM; Various discussions with Counsel and BLG; Update to West Face; Correspondence and search for documents for West Face.
Rosa Wilford
• Reconcile December 2016 statements.
Jennifer Kwon
• Provide access to data room for potential purchasers; Review invoices and prepare cheque requisitions.
Bruce Bando
• Various correspondence insurance broker; Correspondence West Face; Contractor invoice matters.
Rosa Wilford
• Complete cheque requisition forms, re: payment of invoices; Prepare and issue cheque and general banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (1 e<Yo per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
256
1.50 hours
0.25 hours
0.50 hours
1.00 hours
2.70 hours
0.25 hours
0.50 hours
0.50 hours
0.25 hours
Grant Thornton
January 10, 2017
January 10, 2017
January 10, 2017
January 10, 2017
January 11, 2017
January 11, 2017
January 11, 2017
January 12, 2017
Jennifer Kwon
• Email correspondence with Atlin Airport re: lease.
Bruce Bando
• Atlin storage matters and review thereof; Discussion Counsel; Discussion BLG; Prepare for and attend call with West Face.
Jonathan Krieger
• Correspondence with team and conference call with West Face.
Rosa Wilford
• Review banking reports and approve estate balances, update GIC term deposits and general banking administration; Complete receipt requisition forms, post entries and general banking administration.
Jennifer Kwon
• Prepare cash flow projections; Review Chieftain Corp. and Inc. AP; Internal discussions; Review correspondence re: extension of insurance policies and update projections.
Bruce Bando
• Correspondence insurance broker; Discussion re: SRD; Various correspondence West Face, review information and respond; Internal correspondence re: tax matters.
Virginia Moritz
• Review outstanding HST credits for the Receivership tax accountwithJ. Kwon.
Jennifer Kwon
• Internal discussions re: cash flow requirements; Follow up with Atlin Airport lease.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International lid
257 3
0.25 hours
1.50 hours
0.30 hours
0.60 hours
1.00 hours
1.20 hours
0.20 hours
0.40 hours
0 GrantTharnton
January 12, 2017
January 12, 2017
January 12, 2017
January 13, 2017
January 13, 2017
January 16, 2017
January 17, 2017
Bruce Bando
• Review and amend forecasted cash flow and various discussions thereof; Prepare for and attend conference call on CEE tax matter; Correspondence BLG on directors' matter; Correspondence West Face; Draft correspondence to theMEM.
Jonathan Krieger
• Review of materials re: MEM.
Rosa Wilford
• Complete HST Returns: review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general banking administration.
Bruce Bando
• Various correspondence Counsel; Amend correspondence to the MEM and send; Various correspondence West Face; Director matters; Discussion with West Face; Permit matters; Correspondence prospective purchaser; Free Miner matters, discussion with West Face and correspondence thereof.
Rosa Wilford
• Respond to phone call from CRA K. Smith; re HST netfiled; Respond to queries, provide verbal details re ITC's for the amounts netfiled, prepare RC59 form for CRA, draft letter, and fax.
Bruce Bando
• Tax matters; Permit matters to include various correspondence K. Boyle; Correspondence West Face.
Bruce Bando
• V oicemail shareholder and internal correspondence thereof; Correspondence Atlin Airport.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 '!12% per month (18% per annum) until paid.
A Canadian Momber of Grant Thornton lntemaUonal Lid
258 4
2.80 hours
0.20 hours
0.70 hours
2.60 hours
1.00 hours
0.80 hours
0.20 hours
0 GrantThornton
January 17, 2017
January 17, 2017
January 18, 2017
January 19, 2017
January 19, 2017
January 20, 2017
January 23, 2017
January 23, 2017
January 23, 2017
Jennifer Kwon
• Review invoices for outside consulting and insurance policies; Prepare cheque requisitions; Correspondence with Atlin Airport; Prepare cheque requisition for past payment.
Valerie Naccarato
• Follow instructions, prepare and issue cheques.
Virginia Moritz
• Respond to Ministry of request to provide registration documents supporting the CFO appointment; searched for document and emailed it to the officer.
Bruce Bando
• Correspondence tax group; Correspondence West Face.
Malaika Mendonsa
• Researching tax rules regarding successor resource pools.
Bruce Bando
• Discussions on tax matters and correspondence thereof; Correspondence West Face.
Jennifer Kwon
• Prepare letter to Atlin Airport with cheque; Review invoices and prepare cheque requisitions.
Bruce Bando
• Year-end audit matters to include correspondence auditor; Disbursement matters; Discussion with West Face; HST matters.
Jonathan Krieger
• Call with P. Panet re; considerations going forward and timeline for doing so.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
259 5
1.00 hours
0.60 hours
0.60 hours
0.20 hours
1.50 hours
0.30 hours
0.75 hours
0.70 hours
0.30 hours
Grant Thornton
January 23, 2017
January 23, 2017
January 23, 2017
January 23, 2017
January 24, 2017
January 24, 2017
January 25, 2017
January 25, 2017
January 26, 2017
Rosa Wilford
• Review internal email instructions from team: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques, respond to email and general banking administration; Complete receipt requisition forms and post entries, respond to emails and general banking administration.
Valerie Naccarato
• Deposit at bank.
Malaika Mendonsa
• Researching tax rules regarding successor resource pools.
Joseph Zahat:y
• Discuss Mining tax pools with M. Mendonsa.
Bruce Bando
• Review tax notes to include previous memorandums; Correspondence former CFO re: same.
Rosa Wilford
• Review internal instructions from team: re payment of invoices; Complete cheque requisition forms, prepare and issue cheques, respond to email and general banking administration.
Bruce Bando
• Review various Company files regarding tax matters.
Rosa Wilford
• Follow internal instructions; Review account details, complete cheque requisition forms, prepare and issue cheque and general banking administration.
Bruce Bando
• Continue review of files re: taxes.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Granl Thornton lnlernallonal Lid
260 6
0.80 hours
0.10 hours
1.00 hours
0.50 hours
1.90 hours
1.25 hours
1.80 hours
0.25 hours
1.60 hours
GtantThornton
January 26, 2017
January 27, 2017
January 27, 2017
January 30, 2017
January 30, 201 7
January 31, 2017
January 31, 2017
January 31, 2017
Rosa Wilford
• General banking administration.
Bruce Bando
• Continue review of information; Correspondence P. Gallardo on next steps and review of response thereof; Various correspondence tax group re: same to include providing historical information.
Rosa Wilford
• General banking administration; Open mail, review correspondence and update HST schedule.
Bruce Bando
• Various correspondence re: tax matters; Review of files thereof.
Malaika Mendonsa
• Internal team discussion re: successor pool and Chieftain's status.
Bruce Bando
• Prepare for and attend conference call regarding tax matters; L/M with West Face on status of tax pools; Various correspondence tax accountant of Chieftain; Discussion and correspondence OSC; Correspondence Counsel thereof.
Joseph Zahaty
• Internal discussion on tax pools and review thereof.
Malaika Mendonsa
• Follow up call with Bruce regarding Chieftain/Redfern background to obtain facts relating to successor pools.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lniernational Lid
261 7
0.50 hours
2.00 hours
0.30 hours
0.50 hours
0.25 hours
2.00 hours
1.00 hours
0.50 hours
Grant Thornton
Time Summary
J. Krieger, Sr. Vice President 0.50 hours@ $575.00 per hour $ 287.50 ]. Krieger, Sr. Vice President 0.30 hours@ $550.00 per hour $ 165.00 ]. Zahary, Sr. Manager - Tax 1.50 hours@ $565.00 per hour $ 847.50
M. Mendonsa, Sr. Manager - Tax 3.25 hours@ $465.00 per hour $ 1,511.25 B. Bando, Vice President 26.30 hours@ $495.00 per hour $ 13,018.50 R. Wilford, Manager 4.80 hours@ $250.00 per hour $ 1,200.00
R. Wilford, Manager 2.10 hours@ $235.00 per hour $ 493.50
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WVo per month (18% per annum) until paid.
A Canadian Member of Granl Thomlon lnlemational Lid
262
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-And-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-3063
To professional services as Receiver rendered for the period ending February 28, 2017.
February 1, 2017
February 2, 2017
February 2, 2017
Description
Bruce Bando
• Discussion with OSC; Correspondence with OSC thereof.
Jennifer Kwon
• Review invoices and prepare cheque requisitions; Amend cash flow projections based on new invoices; internal discussions.
Bruce Bando
• Various correspondence with former CFO; Various correspondence with internal tax; Cash flow and disbursement matters and approvals thereof.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of i %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Lid
0.20 hours
0.75 hours
0.60 hours
263
GrantThornton
February 2, 2017
February 3, 2017
February 6, 2017
February 7, 2017
February 7, 2017
February 8, 2017
February 8, 2017
February 8, 2017
February 9, 2017
February 9, 2017
Rosa Wilford
• Payment of invoices; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Rosa Wilford
• General banking administration.
Rosa Wilford
• Complete receipt requisition forms and post entries and general banking administration.
Bruce Bando
• TSX matter.
Valerie Naccarato
• Deposit at bank.
Bruce Bando
• Correspondence with tax group; Correspondence with West Face; Correspondence with former CFO re: mineral claims; Correspondence and discussion with Counsel re: same.
Rosa Wilford
• Reconcile January 2017 bank statements.
Malaika Mendonsa
• Discussion with Ken Chong regarding 2-13 joint election for successor pools to Chieftain, and CRA audit status.
Bruce Bando
• Correspondence with B. Armstrong; Correspondence with BLG.
Rosa Wilford
• General banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y,,% per month {18% per annum) until paid.
A Canadian Member of Grant Thornton lnlemaUonal Lid
264 2
0.80 hours
0.30 hours
0.25 hours
0.10 hours
0.10 hours
1.00 hours
0.40 hours
1.00 hours
0.10 hours
0.10 hours
Grant Thornton
February 10, 2017
February 10, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 13, 2017
February 14, 2017
Bruce Bando
• Various correspondence with prospective purchaser; Discussion and various correspondence with West Face and their counsel; Discussion and correspondence with Counsel; SRD matters; Correspondence with another prospective purchaser.
Rosa Wilford
• Review internal instructions; re Payment of invoices; Complete cheque requisition forms, prepare and issue cheques, review ledgerj respond to email and general banking administration.
Jennifer Kwon
• Review correspondence with outside consultant re: renewals; Review invoices and prepare cheque requisition; Internal discussions re: monthly storage payment.
Bruce Bando
• Various discussions with Counsel on permits; Discussion with BLG permits; Correspondence with B. Armstrong re: same.
Jonathan Krieger
• Correspond with team re: matters related to mineral rights; Correspond re: matters related to continued consulting required.
Rosa Wilford
• Review and approve January 2017 estate balances.
Bruce Bando
• Various correspondence and discussions with Counsel re: FMC; Various correspondence with B. Armstrong and K. Boyle and discussion with K. Boyle re: same; Review of legislation and practices re: FMC.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
265 3
1.50 hours
1.25 hours
0.75 hours
1.20 hours
0.50 hours
0.10 hours
1.90 hours
0 Grant Thornton
February 14, 2017
February 14, 2017
February 15, 2017
February 15, 2017
February 16, 2017
February 16, 2017
February 17, 2017
February 21, 2017
Rosa Wilford
• Review internal instructions; re Payment of invoices; Complete cheque requisition forms, prepare and issue cheque, complete receipt requisition forms and post entries, respond to email and general banking administration.
Valerie Naccarato
• Deposit at bank.
Bruce Bando
• Review website for FMC renewal; Discussion with Counsel; Correspondence with B. Armstrong.
Jonathan Krieger
• Correspondence with team and with counsel re: matters related to mineral rights; Review of documents thereto.
Jennifer Kwon
• Conference call with legal counsel re: Free Mining Certificate and renewals.
Bruce Bando
• Conference call and various correspondence re: FMC; Review FMC requirements; Correspondence with P. Gallardo.
Rosa Wilford
• Complete HST Returns: review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general administration.
Jennifer Kwon
• Review Atlin rental agreement; Call with administrator from Atlin Airport; Correspondence re: same; Review invoices and prepare cheque requisitions; Provide access to data room.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Gran! Thornlon lnlemational Lid
266 4
0.50 hours
0.10 hours
0.70 hours
0.60 hours
0.25 hours
1.30 hours
0.50 hours
1.25 hours
GrantThornton
February 21, 2017
February 21, 2017
February 22, 2017
February 23, 2017
February 23, 2017
February 24, 2017
February 24, 2017
February 24, 2017
February 27, 2017
Bruce Bando
• Various correspondence with West Face; Correspondence with prospective purchaser; Follow up on tax issue; Atlin rental matters.
Rosa Wilford
• Review internal instructions re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, email and general banking administration.
Rosa Wilford
• Review internal email instructions re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Bruce Bando
• Review MEM ARP; Correspondence with Counsel re: same.
Rosa Wilford
• General banking administration.
Bruce Bando
• Correspondence with MEM; Correspondence with Counsel and discussion same; Correspondence with West Face.
Rosa Wilford
• General banking administration.
Malaika Mendonsa
• Call to CRA (Winnie Ho) to follow up for above.
Bruce Bando
• Correspondence with BLG; Correspondence with P. Gallardo; Various internal correspondence with tax; Various correspondence with K. Chong; Review files for original AP A; Correspondence with Alvarez.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y:i.'Yo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
267 5
0.80 hours
0.50 hours
1.50 hours
0.70 hours
0.20 hours
0.40 hours
0.50 hours
0.25 hours
2.20 hours
Grant Thornton 6
February 27, 2017 Malaika Mendonsa
• Update internal team on information gathered. 0.50 hours
Time Summary
]. Krieger, Sr. Vice President 1.10 hours@ $575.00 per hour $ 632.50
B. Bando, Vice President 12.70 hours@ $495.00 per hour $ 6,286.50
M. Mendonsa, Sr. Manager - Tax 1.75 hours@ $465.00 per hour $ 813.75
R. Wilford, Manager 6.90 hours@ $250.00 per hour $ 1,725.00
V. Naccarato, Analyst 0.20 hours@ $120.00 per hour $ 24.00
25.65 $ 10,126.75
5% Technology and Administration $ 506.34
$ 10,633.09
Disbursements
Courier $ 6.18
Subtotal $ 10,639.27
HST $ 1,383.10
Total Invoice $ 12,022.37
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemaUonal lid
268
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-And-
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
BILLING
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-3182
To professional services as Receiver rendered for the period ending March 31, 2017.
March 2, 2017
March 2, 2017
March 3, 2017
March 3, 2017
Description
Jennifer Kwon
• Correspondence with TSX; Call with S. Flores from TSX; Review invoices and prepare cheque requisitions.
Bruce Bando
• Correspondence with previous GTA accountant; Correspondence with tax group.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Rosa Wilford
• Review internal instructions re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y:.% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International ltd
0.50 hours
0.20 hours
0.20 hours
0.50 hours
269
Grant Thornton
March 3, 2017
March 6, 2017
March 6, 2017
March 7, 2017
March 7, 2017
March 7, 2017
March 7, 2017
March 7, 2017
March 7, 2017
March 7, 2017
Malaika Mendonsa
• Tax compliance work.
Bruce Bando
• Discussion and correspondence with West Face; Discussion with Counsel re: same; Return call to Juneau reporter; Correspondence with B. Armstrong.
Rosa Wilford
• Review internal instructions re: payment of invoices; Complete cheque requisition forms, prepare and issue cheques, email and general banking administration.
Jennifer Kwon
• Internal discussions; Review invoices and prepare cheque requisitions; Correspondence with Atlin Airport.
Bruce Bando
• Discussion re: projected cash flow; Correspondence and review of same from Counsel; Update on tax pool status.
Rania Erian
• Prepare legal documentation.
Rosa Wilford
• Complete receipt requisition forms and post entries and general banking administration; Reconcile February 2017 bank statements.
Valerie Naccarato
• General banking administration.
Malaika Mendonsa
• Tax compliance work.
Michael Nickels
• Correspondence with M. Mendonsa re client issues and call with CRA.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y.% per month (18<Jlo per annum) until paid.
A Canadian Member of Gran! Thornton International Lid
• Correspondence with Counsel re: regulatory filings; Approve payments; Review estimated cash flow and discussion thereof.
Rosa Wilford
• Review internal instructions from J. Kwon; review banking, prepare and post journal entries, review detail trail balance, complete cheque requisition forms, prepare and issue cheques, email and general banking administration.
Jennifer Kwon
• Correspondence with Atlin Airport District re: storage.
Bruce Bando
• Correspondence with West Face.
Rosa Wilford
• Review and approve February estate balances.
Jennifer Kwon
• Call with Atlin Airport.
Jennifer Kwon
• Review invoices; Prepare cheque requisitions.
Bruce Bando
• Correspondence with Counsel and review same; Correspondence with B. Armstrong; Press matters.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemaUonal Ltd
271 3
1.00 hours
0.80 hours
1.25 hours
0.10 hours
0.20 hours
0.10 hours
0.25 hours
0.25 hours
0.50 hours
Grant Thornton
March 13, 2017
March 14, 2017
March 14, 2017
March 14, 2017
March 15, 2017
March 15, 201 7
March 16, 201 7
March 20, 2017
March 20, 2017
Rosa Wilford
• Review internal instructions from J. Kwon; review banking, complete cheque requisition forms, prepare and issue cheques and general banking administration; Complete HST Returns: review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general administration.
Bruce Bando
• Correspondence with Counsel; Press matters.
Jonathan Krieger
• Review of correspondence re: legal matters.
Rosa Wilford
• Review internal instructions from J. Kwon; review banking, complete cheque requisition forms, prepare and issue cheques and general banking administration.
Bruce Bando
• Correspondence with Counsel regarding MEM request and review of documentation thereto.
Rosa Wilford
• General banking administration.
Bruce Bando
• Correspondence with prospective purchaser; Correspondence with West Face.
Jennifer Kwon
• Discussions re: cash flow and the financing requirements.
Bruce Bando
• Correspondence with Counsel on regulatory matters re: Mine Manager; Discussion on cash flow.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Yi.% per month (18% per annum) until paid.
A Canadian Member of Grant Thomlon lnlemaUonal Lid
272 4
1.10 hours
0.30 hours
0.20 hours
1.00 hours
0.40 hours
0.10 hours
0.40 hours
0.50 hours
0.40 hours
Grant Thornton
March 21, 2017
March 21, 2017
March 21, 2017
March 21, 2017
March 21, 2017
March 22, 2017
March 22, 2017
March 23, 2017
Jennifer Kwon
• Review invoices and prepare cheque requisitions; Instruction for payment of Atlin Airport storage fee; Internal discussions re: cash flow.
Bruce Bando
• SRD matters; Draft correspondence to West Face; Discussion with Counsel on MEM matters; Correspondence with tax matters.
Jonathan Krieger
• Discussion with WF Capital re: matters related to interest in assets; Correspondence with team re: BC Government position.
Rosa Wilford
• Review internal instructions from J. Kwon; review banking, complete cheque requisition forms, prepare and issue cheques and general banking administration.
Michael Nickels
• Call with Winnie from CRA re status update.
Bruce Bando
• Discussion with BLG; Various correspondence and discussion with West Face; Correspondence with broker; Correspondence with prospective purchaser; Various correspondence and discussion with Counsel; Correspondence with K. Boyle.
Rosa Wilford
• General banking administration.
Bruce Bando
• Various correspondence and discussion with Counsel; Various correspondence with prospective purchaser; Various correspondence with West Face.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %'Yo per month (18% per annum) until paid.
A Canadian Member of Granl Thornlon lnlernatlonal Lid
273 5
0.50 hours
1.50 hours
0.30 hours
0.75 hours
0.25 hours
2.30 hours
0.20 hours
1.10 hours
Grant Thornton
March 24, 2017
March 24, 2017
March 24, 2017
March 24, 2017
March 28, 2017
March 29, 2017
March 29, 2017
March 29, 2017
March 29, 2017
March 30, 2017
Jennifer Kwon
• Review changes to the Confidentiality Agreement; Email to interested party re: access to data room; Prepare cheque requisitions.
Bruce Bando
• Various correspondence and discussion on prospective purchaser; Various correspondence, review and discussion with Counsel on MEM and MOE matters; Tax update matters.
Rosa Wilford
• General banking administration.
Michael Nickels
• Call with Winnie from CRA.
Bruce Bando
• Correspondence with insurance broker; Correspondence with West Face; Discussion with K. Boyle.
Bruce Bando
• Prepare documentation; Attend conference call re: status of file with counsel.
Jonathan Krieger
• Conference call with counsel re: interest in asset and considerations thereto.
Rosa Wilford
• Complete receipt requisition forms, post entries and general banking administration.
Valerie Naccarato
• General banking administration.
Jonathan Krieger
• Correspondence with team re: matters related to interested parties; Discussion re: MEM matters.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemaUonal Ltd
274
0.50 hours
1.80 hours
0.10 hours
0.25 hours
0.80 hours
1.20 hours
0.50 hours
0.25 hours
0.10 hours
0.90 hours
Grant Thornton
March 30, 2017
March 31, 2017
Rosa Wilford
• Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Jennifer Kwon
7
0.50 hours
• Call with creditors; Review supplier invoice and prepare cheque requisitions; Correspondence with Brett re: assets. 0.50 hours
March 31, 2017 Bruce Bando
• Correspondence and discussion with Counsel on MOE and MEM matters; Internal correspondence thereof; Culver matters and review thereof.
March 31, 2017 Rosa Wilford
• General banking administration.
Time Summaey
J. Krieger, Sr. Vice President 1.90 hours@ $575.00 per hour $ B. Banda, Vice President 14.20 hours@ $495.00 per hour $ M. Mendonsa, Sr. Manager - Tax 0.50 hours@ $465.00 per hour $ R. Wilford, Manager 6.85 hours@ $250.00 per hour $
]. Kwon, Sr. Associate 4.80 hours@ $215.00 per hour $
M. Nickels, Sr. Analyst - Tax 1.25 hours@ $269.00 per hour $
R. Erian, Analyst 0.50 hours@ $120.00 per hour $
V. Naccarato, Analyst 0.20 hours@ $120.00 per hour $
30.20 $ 5% Technology and Administration $
$ Disbursements Mail redirection $
Subtotal $ HST $
Total Invoice $
1.10 hours
0.25 hours
1,092.50
7,029.00
232.50
1,712.50
1,032.00
336.25
60.00
24.00
11,518.75
575.94
12,094.69
161.65
12,256.34
1,593.32
13,849.66
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
275
Grant Thornton
Court File No. CV16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as Agent
-And-
Applicant
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
BILLING
Respondents
BN 12738 4717 RT0001 Client #211538
Invoice #LSON-3300
To professional services as Receiver rendered for the period ending April 30, 2017.
April 3, 2017
April 3, 2017
April 3, 2017
April 4, 2017
Description
Jennifer Kwon
• Review invoices and prepare cheque requisitions; Review insurance policies extensions; Correspondence with M. Laugesen re: Atlin Airport matters.
Bruce Bando
• Atlin Airport matters; Insurance matters.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Call with M. Laugesen.
Accounts are due wllen rendered. All accounts outstanding over 30 days will be cllarged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Lid
0.75 hours
0.30 hours
0.20 hours
0.25 hours
276
Grant Thornton
April 4, 2017
April 5, 2017
April 5, 2017
April 6, 2017
April 6, 2017
April 7, 2017
April 7, 2017
April 7, 2017
Bruce Bando
• Atlin Airport matters; Correspondence on confirmation of loan with West Face.
Jennifer Kwon
• Response to Atlin Airport request re: agreement and fees.
• Discussion and correspondence West Face; Internal directions for cash forecast and Receiver's Certificate and access to prospective purchaser; Correspondence K. Boyle; Correspondence prospective purchaser.
Jennifer Kwon
• Correspondence/ call with creditors; Permits and certificates.
Bruce Bando
• Various correspondence with prospective purchaser and review files for information and reply; Various correspondence West Face; Various correspondence Counsel and discussion thereof.
Rosa Wilford
• Correspondence and phone call with Bank, review print screens for expecting transfers, prepare receipt requisitions, posting entries, bank disbursements, email to team re notification of wire transfers, follow instructions and general banking administration.
April 10, 2017 Joseph Kim
• Compare folders for documents.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y.% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
277
0.50 hours
0.25 hours
0.20 hours
0.50 hours
1.20 hours
0.75 hours
2.50 hours
0.75 hours
0.50 hours
Grant Thornton
April 10, 2017
April 10, 2017
April 10, 2017
April 11, 2017
April 11, 2017
April 12, 2017
April 12, 2017
April 13, 2017
Bruce Bando
• Discussion and various correspondence West Face; Various correspondence prospective purchaser re: information and status; Various discussions and correspondence Counsel on prospective purchaser, permits and filings and information request; Various correspondence K. Boyle.
Jonathan Krieger
• Discussion with team re: matters related to government correspondence, status of property; Review of correspondence thereto.
Rosa Wilford
• General banking administration.
Jennifer Kwon
• Correspondence re: data room access; Upload permits and certifications to data room; Correspondence with B. Armstrong re: invoices; Call with M. Laugesen and R. Jaipargas.
Bruce Bando
• Correspondence to prospective purchaser; Various correspondence Counsel on permits and filings; Various correspondence West Face on creditor information; Discussion BLG.
Bruce Bando
• Correspondence prospective purchaser; Correspondence K. Boyle; Various correspondence and discussion with BLG and Counsel; Various correspondence West Face.
Rosa Wilford
• Complete cheque requisition forms, prepare and issue cheques and general banking administration; Reconcile March 2017 bank statements.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnternaUonal Ltd
278 3
3.90 hours
0.40 hours
0.25 hours
LOO hours
1.60 hours
2.10 hours
1.25 hours
0.50 hours
Grant Thornton
April 13, 2017
April 13, 2017
April 13, 2017
April 15, 2017
April 17, 2017
April 17, 2017
April 18, 2017
April 18, 2017
April 18, 2017
Bruce Bando
• Prepare for and attend conference call with West Face; Discussion with Counsel; Claims register matters.
Jonathan Krieger
• Correspondence with team re: matters related to interested parties; Review of correspondence thereto.
Valerie Naccarato
• General banking administration.
Bruce Bando
• Correspondence West Face; Review various correspondence from Counsel re: permits and TRTFN, review files and draft correspondence to West Face.
Bruce Bando
• Correspondence Counsel on permits; Correspondence B. Armstrong re: same and review information thereof; Discussion with West Face on reclamation bonds and correspondence re: same TRTFN matters, search files and correspondence Counsel; Legal entity financial review.
Rosa Wilford
• Review internal instructions from J. Kwon; Review banking, complete cheque requisition forms, prepare and issue cheques and general banking administration.
Jennifer Kwon
• Review correspondence; Review invoices and prepare cheque requisitions.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y:i% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lntemalional Ltd
279 4
0.80 hours
0.30 hours
0.20 hours
0.80 hours
2.10 hours
1.00 hours
0.25 hours
2.30 hours
0.70 hours
Grant Thornton
April 18, 2017
April 19, 2017
April 19, 2017
April 20, 2017
April 20, 2017
April 20, 2017
April 20, 2017
April 21, 2017
April21,2017
Rosa Wilford
• Review internal email instructions; review banking, complete cheque requisition forms, prepare and issue cheques and general banking administration.
Bruce Bando
• Various correspondence Counsel; Correspondence B. Armstrong.
Rosa Wilford
• Complete cheque requisition forms, prepare and issue cheque and general banking administration.
Jennifer Kwon
• Review invoices and prepare cheque requisitions.
Bruce Bando
• Correspondence B. Armstrong re: permits; Various correspondence and discussions with Counsel on permits and West Face matters; Conference call with West Face; Review tax files.
Jonathan Krieger
• Call with P. Panet and R. J aipargas re: prospective purchaser legal Counsel comments; Review of legal documents put forth; Conference call with West Face Capital and R. Jaipargas re: review of alternatives.
Rosa Wilford
• Complete HST Returns: review banking, print General Ledger report, prepare and netfile monthly HST returns, update excel schedule, and general administration.
Michael Nickels
• Call with CRA re status of request for transfer of Schedule 12 assets.
Jennifer Kwon
• Data room access matters; Review access and users; Prepare email on same; Review correspondence.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 WYo per month (18% per annum) until paid.
A Canadian Member of Grant Thornton lnlemation~ lid
280 5
1.00 hours
0.70 hours
0.25 hours
0.25 hours
2.30 hours
1.40 hours
0.50 hours
0.25 hours
1.00 hours
0 GrantThornton
April 21, 2017
April 21, 2017
April 21, 2017
April 24, 2017
April 24, 2017
April 25, 2017
April 25, 2017
April 25, 2017
Bruce Bando
• Internal correspondence re: CRA; Various correspondence and discussions with Counsel; Various correspondence West Face re: prospective purchaser; Correspondence former CFO.
Jonathan Krieger
• Correspondence with team re: matters related to interested party; Correspondence from counsel.
Rosa Wilford
• Complete cheque requisition forms, prepare and issue cheques and general banking administration.
Jennifer Kwon
• Review invoices and prepare cheques; Review correspondence with M. Laugesen and S. Singh; Email with B. Armstrong re: permits.
Bruce Bando
• Various correspondence with Counsel re: permits, TRFTN, etc; Conference call with Counsel and BLG; Review and approve payments; Review of documents.
Jennifer Kwon
• Correspondence with Brett Armstrong re: permits; Data room administration.
Bruce Bando
• Various correspondence Ciounsel, BLG and West Face re: prospective purchaser document and execute; Create messaging for other prospective purchasers.
Rosa Wilford
• Review internal instructions; review banking, complete cheque requisition forms, prepare and issue cheques, and general banking administration.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18<Yo per annum) until paid.
A Canadian Member of Granl Thomlon lnlemationaf Ltd
281 6
2.50 hours
0.30 hours
1.00 hours
0.50 hours
2.00 hours
0.25 hours
1.00 hours
0.75 hours
Grant Thornton
April 26, 2017
April 26, 2017
April 26, 2017
April 27, 2017
April 27, 2017
April27, 2017
April 27, 2017
April 28, 2017
April 28, 2017
April 30, 2017
Jennifer Kwon
• Review permit list and conditions; Call with B. Armstrong re: commitment table and permits.
Bruce Bando
• Various correspondence Counsel and review thereof; Review files and correspondence West Face.
Valerie Naccarato
• General banking administration.
Jennifer Kwon
• Review commitment table; Correspondence with B. Armstrong; Correspondence with Bennett Jones; Correspondence with Atlin Airport.
Bruce Bando
• Conference call with Bennett Jones; Conference call with West Face and respective counsel; Atlin Airport matters.
Jonathan Krieger
• Conference call with WF and counsel re: alternatives moving forward and action plan; Correspondence with Counsel.
Valerie Naccarato
• General banking administration.
Jennifer Kwon
• Review correspondence; Email and call with M. Laugesen re: airport rental agreement; Correspondence with B. Armstrong.
Bruce Bando
• Correspondence and discussion with Counsel on prospective purchaser; Correspondence K. Boyle.
Bruce Bando
• Correspondence Counsel re: MEM and MOE matters.
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 Y-io/o per month (18<Jlo per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
282 7
0.60 hours
0.70 hours
0.10 hours
0.60 hours
2.00 hours
1.00 hours
0.10 hours
0.80 hours
0.50 hours
0.20 hours
Grant Thornton
Time Summary
]. Krieger, Sr. Vice President 3.40 hours@ $575.00 per hour $ 1,955.00 B. Bando, Vice President 30.20 hours@ $495.00 per hour $ 14,949.00 R. Wilford, Manager 6.95 hours@ $250.00 per hour $ 1,737.50
M. Nickels, Sr. Analyst - Tax 0.25 hours@ $275.00 per hour $ 68.75
]. Kim, Sr. Associate 0.50 hours@ $210.00 per hour $ 105.00
R. Brian, Analyst 0.70 hours@ $120.00 per hour $ 84.00
V. Naccarato, Analyst 0.40 hours@ $120.00 per hour $ 48.00 50.65 $ 20,721.00
5% Technology and Administration $ 1,036.05
$ 21,757.05 HST $ 2,828.42
Total Invoice $ 24,585.47
Accounts are due when rendered. All accounts outstanding over 30 days will be charged interest at a rate of 1 %% per month (18% per annum) until paid.
A Canadian Member of Grant Thornton International Ltd
283 8
Exhibit "B" to the Affidavit of Jonathan Krieger, sworn before me this 251h day of May, 2017.
7 Commissioner for Taking Affidavits, etc.
284
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Summary of Fees of the Receiver For the period from September 6, 2016 to April 30, 2017
Period Hours Fees September 6-30, 2016 176.60 $73,881.15 October 1-31, 2016 77.35 $,33,004.91 November 1-30, 2016 63.65 $22,709.66 December 1-31, 2016 20.25 $7,348.16 January 1-31, 2017 44.50 $19,487.48 February 1-28, 2017 25.65 $10,633.09 March 1-31, 2017 30.20 $12,094.69 April 1-30, 2017 50.65 $21,757.05
Bennett Jones LLP 3400 One First Canadian Place Toronto, ONMSX 1A4
Mark Laugesen (LSUC #: 32937W) Tel: 416-777-4802 Fax:416-863-1716
Lawyers for the Receiver, Grant Thornton Limited
N 00 ~
287
APPENDIX "20"
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
WEST FACE CAPITAL INC., as agent
and
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
AFFIDAVIT
I, Danish Afroz, of the City of Toronto, in the Province of Ontario, MAKE OATH
AND SAY AS FOLLOWS:
1. I am an Associate at Bennett Jones LLP ("Bennett Jones") and as such have knowledge
of the matters to which I hereinafter depose. Where I do not have personal knowledge of the
matters discussed in this Affidavit, I have informed myself by review of the relevant background
documents and facts.
2. Bennett Jones is counsel to Grant Thornton Limited in its capacity as Court-appointed
Receiver of Chieftain Metals Inc. and Chieftain Metals Corp. (the "Companies").
WSLEGAL\029736\00029\l 8002906v4
288
- 2 -
3. Bennett Jones has prepared the following Statements of Account (redacted to remove
references to confidential purchaser names) in connection with the Court-appointed receivership
proceedings of the Companies,
(a) Account dated December 7, 2016 in the amount of $137,677.02 (including fees,
disbursements, and harmonized sales tax ("HST")) in respect of the period from
September 6, 2016 to October 31, 2016 (a copy of which is attached as Exhibit
"A");
(b) Account dated January 13, 2017 in the amount of $27,245.37 (including fees,
disbursements, and HST) in respect of the period from November 1, 2016 to
December 19, 2016 (a copy of which is attached as Exhibit "B");
(c) Account dated March 22, 2017 in the amount of $12,882.00 (including fees,
disbursements, and HST) in respect of the period from January 3, 2017 to
February 26, 2017 (a copy of which is attached as Exhibit "C");
(d) Account dated April 21, 2017 in the amount of $26,748.80 (including fees,
disbursements, and HST) in respect of the period from March 6, 2017 to March
31, 2017 (a copy of which is attached as Exhibit "D"); and
(e) Account dated May 17, 2017 in the amount of $44,578.51 (including fees,
disbursements, and HST) in respect of the period from April 4, 2017 to April 30,
2017 (a copy of which is attached as Exhibit "E");
4. Attached hereto and marked as Exhibit "F" is a chart detailing the hourly rates and the
time expended by the various professionals at Bennett Jones who have worked on this matter
WSLEGAL\029736\00029\l 8002906v4
289
- 3 -
during the billing period covered by the invoices set out in paragraph 3, above (in each case
exclusive of disbursements and HST).
5. The total legal fees and disbursements billed by Bennett Jones to April 30, 2017 in
connection with the proceedings under the BIA is $249,131.70 (including HST). To the best of
my knowledge, the rates charged by Bennett Jones are comparable to the rates charged for the
provision of services of a similar nature and complexity by other large legal firms in the Toronto
market.
6. This Affidavit is made in support of a motion to, inter alia, approve of the fees and
disbursements of Bennett Jones as counsel to the Receiver, and for no other or improper purpose.
SWORN before at the City of Toronto, in the Province of Ontario, this 26th day of May 2017
WSLEGAL\029736\00029\18002906v4
) ) ) ) ) ~5==-
DANISH AFROZ
290
291
THIS IS EXHIBIT "A" REFERRED TO IN THE
AFFIDAVIT OF DANISH AFROZ
SWORN
THE 26TH DAY OF MAY 2017
A cf.lllt:issioner for taking affidavits, etc.
WSLEGAL\029736\00029\l 8002906v4
'; . I.Ill Ben.nett
Jones
GRANT THORNTON LIMITED I ITH FLOOR 200 KING STREET WEST TORONTO, ONTARIO M5H 3T4
Attention: JONATHAN KRIEGER BRUCEBANDO
Re: CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Our File Number: 029736.00029
Bennett Jones LLP 292 Suite 3400, 1 First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1 A4
Date: December 7, 2016 Invoice: 1151558
PROFESSIONAL SERVICES RENDERED in conjunction with the above noted matter:
Professional Services $ 120,493,50
Other Charges 499.73
Disbursements 844.84
Total Due before OST/HST $ 121,838.07
OST/HST $ 15,838.95
TOTAL Due in CAD $.==="""13"""7~.6=!,..77~.0-2
Oue upon reoelpt. Bennett Jones LLP reserves the right to charge Interest at a rate nol greater than 12% per annum on outstanding Invoices after 30 days, We colleot, use and disclose Information pursu1rnt to our Prlvaoy Polloles, For further Information visit our website at www.bennettjones.com or contact our Privacy Officer bv wrltlnq our offices In CalQarv. l:;dmonton. Toronto or Ottawa.
GST/HST Number: 119346767
bu Bennett Jones
December 7, 2016 Page 2
Client: Invoice No.:
293
029736.00029 1151558
Date Lawyer Description Hours
06/09116 M. S. Laugesen
06/09/16 D, Afroz
07/09/16 D, Afroz
Prepare notes addressing changes to Model Order based on BC Mines Act and Code thereunder to prepare for possible questions from Justice Newbould today about changes to Model Order; Review West Face Application Record; Review West Fact Factum and Book of Authorities; Review Pre-Filing Report of proposed receiver; Review Model Order and blackline; Prepare submissions for attendance before Justice Newbould; Call from R. Jaipargas; Attend at hearing before Justice Newbould; Emails with B. Bando throughout the day regarding amendments to the Service List; Review final form of issued and entered Order and Endorsement of Justice Newbould; Emails with E. Cobb regarding addition of V. Wyprysky to the Service List; Emails with H. Murray (co-counsel to . ., ; Emails with R. Jaipargas regarding reqi1ests for documentation by H. Murray; Email to B. Bando regarding outstanding issues now that receivership has been Initiated; Email to H, Murray with Pre-Filing Report of Proposed Receiver; Lengthy call with A. Taylor (co-counsel to , Meet with D. Afroz to instruct him on security review; Calls with B, Bando; Email to B, Bando and J, Kl'ieger regarding removal of Norton Rose from Service List and issues relating to Endeavour; Emails and calls with B. Bando regarding Chieftain press release and questions regarding need for receiver input on same; Email to R. Jaipargas regarding removal of Norton Rose from Service List; Review emails from B, Bando and JIROC regarding press release relating to roceivership filing; Review emails from B. Bando and P. Gallardo regarding AGM and questions relating to need for Receiver to provide Input on how to proceed with respect to company's proposed AGM; Further calls with B. Bando; Review email from B, Bando, salary information summary, and employment contracts for V. Wyprysky, K. Boyle, P. Gallardo, and B, Armstrong; Further emails with R. Jaipargas and B. Bando regarding outstanding issues and items to be included on agenda for tomorrow morning's all-parties conference call
Begin preparation of security opinion
Continued preparation of security opinion; Research on BC real property issues
5.40
1.20
4.30
h11Bennett Jones
December 7, 2016 Page 3
Client: Invoice No.:
294
029736.00029 1151558
Date Lawyer Description Hours
07109116 M. S, Laugesen Review email from B. Bando and attached employee contracts and 4.20 summary of outstanding amounts payable to employees; Review emails from B. Bando and P, Panet regarding outstanding amounts owing to employees; Review email from B. Bando and agenda for conference call today; Prepare for and attend at lengthy conference call with R. Jaipargas, P. Fraser, P. Panet, G. McClellan, B. Bando, J, Krieger, R. Belanger, and J, Kwon; Follow up discussion with R. Jaipargas; Email to E. Cobb to clarify Norton Rose's ongoing position regarding Endeavour; Emails and calls with B. Bando regarding term and task letters and termination letters; Meeting with C. Cunningham to update him on status of employment matters and instruct him on preparation of termination letters and term and task letters; Attend at conference call with B. Bando and C. Cunningham regarding term and task letters; Review revised draft term and task letters and provide comments; Review email from B, Bando and attached email from P. Gallardo with proposal regarding his ongoing term and task arrangements; Call with B. Bando regarding proposal from P, Gallardo; CaJI with C. Cunningham regarding proposal from P. Gallardo and changes to term and task letter at suggestion of B. Bando; Review drafts termination letter to V. Wyprysky and revised drafts of term and task letters for three other employees and provide comments on same; Review comments from B. Bando on revised drafts of term and task letters
07/09/16 C . .J. Cunningham Call regarding term and task letters; Draft termination letters; Revise 2.80 termination letters; Call with M. Laugesen; Draft term and task letters; Email to B. Bondo
07/09/16 R. Lindberg Telephone conversation with D, Afroz regarding security opinion 0.50 requirements
08/09/16 c. J. Cunningham Review emails and revisions to term and task letters 0.40
Iii.I Bennett Jones
December 7, 2016 Page 4
Client: Invoice No.:
295
029736.00029 1151558
Date Lawyer Description Hours
08/09/16 M. S. Laugesen
08/09/16 D. Afroz
09/09/16 C. J, Cunningham
09109116 M. S. Laugesen
Review final form of termination letter template and termination/term and task letters; Call from E. Cobb regarding $54,000 held in trust by Norton Rose and return of same; Review email from B. Bando regarding employment update; Review emails from P, Fraser and P. Panet regarding employment matters; Emall from E. Cobb regarding Norton Rose for D&O matters; Lengthy call with R. Jaipargas; Lengthy call with B. Sando regarding funds held in trust by Norton Rose, and employment issues; Further calls and emails throughout the balance of the day with B, Sando, E. Cobb, and R. Jaipargas regarding funds held in trust by Norton Rose for D&O run-off insurance; Review emails from P, Panet ands. Bando regarding direct discussions between P, Panet and P, Gallardo; Calls and emails with R. Jaipal'gas regarding Teck loan and security documentation and contact information for inhouse counsel at Teck; Calls and emails with R. Jaipargas regarding further details on funds held in BLG trust account, and contact Information for M. Verbrngge; Review final termination letter to V. Wyprysky; Discussion with B. Bando regarding contact information for V. Wyprysky; Email to V. Wyprysky regarding contact Information for service list and other purposes; Call with B. Bando regarding RBC PPSA registration and cash collateral, and funds held in trust at SLG; Bl'ief research on D&O run-off insurance matters, and discussions with B. Sando regarding same; Review final form of term and task letter issued to three employees to stay on; Email to N. Uzelac, inhouse lawyer at Teck regarding Teck1s security position; Discussion with C, Cunningham regarding term and task letters and status of other employment matters
Continued preparation of security opinion in respect of Chieftain Metals; Discussslng Teck and RBC security review with M. Laugesen; Speaking with BC law clerks regarding diligence required in respect of security opinion
Email to M, Laugesen regarding status of offer letters; Call with M. Laugesen
Calls with R. Jaipargas regarding Issues on agenda for a call today; Call with R. Jaipargas regarding Teck and its security over the water treatment facility located at the mine; Prepare for and attend at call with M. Verbrugge; Prepare for and attend at lengthy call with P. Fraser, P. Panet, G, McLeHan, R, Jaipargas, J, Kriegar, B. Bando and J, Kwon; Follow up discussions with R. Jaipargas; Follow up discussions with B. Bando; Review emails from G. McLellan and P. Panet regarding =-
4113-~ d d iJ En eavour Engagement Letter, an other matters; Instruct A. Kovalev on review of Endeavour Engagement Letter and case law regarding payment of broker's fees in context of insolvency proceedings; Discussions with B. Sando regarding updated status of employees and call with C, Cunningham regarding latest developments in efforts to terminate and rehire certain employees
5, JO
2.00
0.20
3.20
Iii.I Bennett Jones
December 7, 2016 Page 5
Client: Invoice No.:
296
029736.00029 1151558
. I
Date Lawyer Description Hours
12/09/16 M. S. Laugesen Emails with R. Jaipargas regarding recent press release on potential 4.60 environmental issues; Call with R. Jaipargas regarding environmental issues, possible claims of Endeavour based on its pre· filing sale and investor solicitation contract with Chieftain; Call from B, Bando; Review email from P. Panet regarding ... Review emails from B. Bando regarding mine monitor, including communication between T. Zanger and BC mine management employees; Email to L. Griffiths regarding environmental and mine manager Issues; Email from B. Bando regarding .-conference call with 8, Bando and J. Kwon regarding environmental and mine manager issues, employment letters for three term and task employees, Endeavour discussions, and
Review memo from A. Kovalev on Endeavour engagement arrangements; Brief meeting with J, Krieger, B. Bando and J, Kwon; Review emails between B. Bando and C. Cunningham regarding amendments to letters for term and task employees; Emails with R. Jalpargas regarding additional jurisprudence relating to Endeavour engagement and possible claims by Endeavour for its pre-filing sale and Investor solicltation work; Email to D. Afroz regarding Teck loan and security documentation; Emails with J, Renihan, new counsel to V, Wyprysky; Amend Service List and forward to B. Bando; Further emails with L. Griffiths regarding environmental matters and mine manager issues
12/09/16 C. J, Cunningham Review emails and draft responses to P. Gallardo, B. Armstrong and K. 0,90 Boyle; Emails with B. Bando; Review email from V. Wyprysky's counsel; Draft revised termination letter and contractor agreement for P. Gallardo
12/09/16 L . .J, Ot'iffiths Consideration of communications regarding mine and order, and strategy 0,70 for same, including communications with M. Laugesen
12/09/16 D. Afroz Reviewing security granted by CMI to Teck and drafting changes to draft 2.50 security opinion
13/09/16 D. Afroz Discussing security in respect of RBC and Teck for purposes of drafting 1.60 security opinion;
13/09/16 C, J, Cunningham Draft revised termination letter and consulting agreement; Call with J, 1.60 Kwon; Discuss structure of agreements with M. Laugesen
liaJBennett Jones
December 7, 2016 Page 6
Client: Invoice No.:
297
029736.00029 1151558
Date Lawyer Description II ours
13/09/16 M. S. Laugesen Meeting with L. Griffiths to discuss mine manager issue and 5.10 environmental issues; Emails with R. Jalpargas regarding funds held in GI Cs by RBC in support of Letter of Credit obligations; Emails with C. Jlmdar ofRBC; Emails with J. Kwon regarding D&O Insurance policy; Emalls and discussions with B. Bando and J, Kwon regarding D&O policy and general insurance policies; Emails with B. Bando regarding proposed call to discuss mine manager and environmental issues with L. Griffiths; Further emails with J, Kwon regarding insurance policies; Review emails from C. Cunningham and amended and restated termination and term and task letters for P. Gallardo and independent contractors/consulting agreement for Real Green Corp.; Emails with E. Cobb regarding funds in possession of Norton Rose; Prepare for and attend at conference call with P. Fraser, G, McLellan, P. Panet, R. Jaipargas, J. Krieger, and J, Kwon; Follow up call with R. Jaipargas; Follow up emails from P, Fraser and P. Panet regarding additional parties to be added to list; Email from E. Cobb regarding payment of D&O run-off funds held by Norton Rose, and emails from J. Krieger regarding Grant Thornton wire Instructions; Email to J. Krieger regarding need to issue letter to Endeavour to confirm that Receiver does not require provision of services by Endeavour; Prepare for and attend at conference call with B. Bando, J. Kwon and L. Griffiths to discuss mine manager and environmental issues; Further emails with J. Krieger and R. Jaipargas regarding letter to Endeavour; Draft letter to Endeavour and forward same to J, Krieger for review; Emails and discussions with B. Bando and J, Kwon regarding questions from B. Armstrong relating to possible purchase of additional mineral rights on adjacent properties; Draft letter to Endeavour for review by J, Krieger; Email to J. Kl'ieger; Email to R. Jaipargas; Discussion with C. Cunningham regarding outstanding employment issues; Instructions to D, Afroz regarding searches on mineral titles to disclose set expiry dates (11good to 11 date); Emal! from R. Lingberg regarding creation of a chart for expiry of mineral titles for security opinion purposes; Email from R. Jaipargas regarding letter to Endeavour
13/09/16 R, Lindberg Attendances conducting mineral title searches; reviewing mineral titles 4.00 searches, arrange for copies of documents; work on mineral tenure chart for opinion; review land title documents and land title searches; start draft of opinion
13/09/16 L. J, Grlffiths Consideration of documents; Preparations for telephone conference and 1.20 attend telephone conference with GTL and M. Laugesen; Follow up regarding strategy going forward
14/09/16 L. J, Griffiths Reporting advice to B. Sando and M. Laugesen regarding background 1.20 information, compliance issues, status and strategy going forward; Follow up regarding same; Consideration of documents from M. Laugesen
14/09/16 R. Lindberg E-mails with mineral titles branch regarding copies of documents; 0.40
14109116 C. J. Cunningham Review voicemail and emails to term and task letters o. 10
liLI Bennett Jones
December 7, 2016 Page 7
Client: Invoice No.:
298
029736.00029 1151558
Date Lawycl' Dcscl'iption Hours
14/09/16 D. Afroz Reviewing security documents in respect of Teck and RBC; Continued 2.80 preparation of security opinion
14/09/16 M. S. Laugesen Call from B. Bando; Review emall from B. Bando regarding BC 6.6Q government and risk of revocation of permits; Email to J, Krieger regarding letter to Endeavour; Review emails from B, Bando and L. Griffiths regarding revocation of permits under BC mining legislation; Discussions with S. Crawford t•egarding occupation of Chieftain premises in Toronto; Further discussions with B. Bando; Call from E. Cobb regarding funds held by Norton Rose for D&O run-off; Prepare email to M.Verbrugge regarding funds in BLG trust account for remediation of property; Discussions with L. Griffiths and B, Bando, and emails with B, Bando regarding environmental issues atTulsequah property; Review email from B. Bando to L. Hoffman et al. regarding proposed call to deal with mine manager and environmental Issues; Review news report on Tulsequah property from CBC and White Horse Daily Star; Review emails from B, Bando regarding ongoing negotiations with P. Gallardo and K. Boyle; Review responses from P, Gallardo and K. Boyle to latest offers of employment; Review draft response to K. Boyle and P. Gallardo; Call fron f · .. i·egarding potential liquidations of assets; Emails and discussion with C. Cunningham regarding status of employment issues; Email from L. . ~· '
Williams regarding funds in BLG trust account; Review materials relating to funds in BLG trust account; Further discussions with C, Cimningham regarding employment matters for P. Gallardo and K. Boyle; Discussions with D. Afroz regarding review of RBC secui·ity as part of overall security opinion; Emal ls with N. Uzelac regarding Teck's loan and security position and provision of further information and documentation; Calls and emails with R. Jaipargas regarding potential environmental issues and concerns; Call from B. Bando regarding appointment of new counsel for landlord and need for Implementation of arrangements with landlord for occupation of Toronto premises; Conference call with B. Bando and J, Kwon regarding employments matters, possible revocation of mining permits, s~atus of D&O run-off process, call from E. Cobb regarding expression of interest from dll'ectors to allow them to directly fund payment for rnn-off costs; Review email from J, Kwon regarding 245/246 notice and changes to language regarding same; Email to B. Bando and J. Kwon regarding 245/246 notice; Lengthy call with R. Jaipargas; Call to J, Gartenberg
15109116 D. Afroz Reviewing searches in respect of land titles and undersurface rights; 2.10 Continued preparation of Chieftain security opinion
15/09/16 R. Lindberg Further emails and correspondence with Mineral Title Branch; a1·range 0.50 for payment of copies of documents; telephone conversation with D. Afroz
15/09/16 C. J, Cunningham Review consulting agreement for K. Boyle; Email to B. Bando; Review 0,70 and revise consulting agreement; Emal! to B. Bando
Iii.I Bennett Jones
December 7, 2016 Page 8
Client: Invoice No.:
299
029736.00029 1151558
Date Lawyer Description Hours
15/09/16 M, S. Laugesen Emails with M. Verbrugge and L, Williams; Emails with C. Cunningham 2,60 and B, Bando regarding employment matters; Email to B. Bando, J. Krieger, and J. Kwon regarding discussions on possible claim by Chieftains to funds in BLG trust account, and forward to R. Jaipargas; Emails with J. Krieger and B. Bando regarding final letter to Endeavour; Lengthy call with J. Oartenberg regarding occupation of Chieftain's premises in Toronto; Email to B, Bando and J. Kwon to report to them on discussions with J, Garten berg relating to occupation of Chieftain's Toronto premises; Review responses from B, Bando on occupation arrangements; Further review of correspondence relating to employment .. matters between C. Cunningham and B. Bando
16/09/16 M. S. Laugesen Call from A. Taylor and H. Murray; Call from R. Jaipargas; Call with B. 3.60 Bando; Conference call with B, Bando, R. Jaipargas and J, Krieger; Further calls with A. Taylor; Call with J. Garten berg regarding lease of Toronto premises; Further call with A. Taylor; Review emails from C. Cunningham and B. Bando regarding final treatment of employees and documentation for same; Review indicative offer from and discuss same with B. Bando; Review latest press updates on environmental Issues at mine site; Further calls with B. Bando regarding Toronto landlord issues, lack of response from MEM, indicative offer, employee termination and term and task letters, and other matters; Lengthy call with R. Jaipargas; Email to B. Bando confirming basis upon which West Face wlll be able to review ...
In proposed receiver's sales process; Emails and calls with R. Jaipargas regarding sharing of sales information with West Face
16/09/16 R. Lindberg Further e-mails with Mineral Titles Branch 0.40
16/09/16 C. J. Cunningham Review emails, contractor agreement and termination letters; Revise 0.60 same; Email to B. Bando
19/09/16 M. S. Laugesen Prepare for and attend at call with P. Fraser, P. Panet, a. McLellan, R. 3.80 Jaipargas, J, Krieger, B. Bando and J, Kwon; Lengthy follow up call with R. Jalpargas; Review draft Confidential Information Memorandum; Prepare comments on Confidential Information Memorandum; Emails with B. Bando regarding my comments on draft Confidential Information Memorandum; Review email from B. Bando; Emails with B. Bando regarding requests for additional information from RBC with four copies of actual security and supporting documentation; Email to R. Jalpargas regarding Confidential Information Memorandum; Emalis and discussions with B. Bando regarding facilitation of site visit for..., .. by K. Boyle; Review email from V. Wyprysky and email from B. Bando; Call with B. Bando; Prepare draft email to V. Wyprysky; Review emails from 8, Bando and attached emails from K. Boyle and various representatives of BC mining regulators
19/09/16 D. Afroz Reviewing letters of credit received In connection with RBC cash 0.90 collateral for purposes of security opinion
Iii.I Bennett Jones
December 7, 2016 Page 9
Client: Invoice No.:
300
029736.00029 1151558
Date Lawyer Description Hours
20/09/16 M. S. Laugesen Email from R. Jaipargas regarding draft Sales Procedure Memorandum; 4.60 Email to R. Jalpargas regarding latest discussions with B. Bando and J. Krieger; Calls with B. Bando; Emails with B. Bando; Review emails from K. Boyle and BC mine inspector; Emails and discussions with L. Griffiths regarding strategy to address environmental issues and BC mine manager issues; Review markup of Sales Procedure Memorandum from R. Jaipargas; Discussions with B. Bando; Review further markup of Sales Procedure Memorandum from B. Bando; Review further emalls from B. Bando regarding involvement ofK. Boyle in dealing with environmental issues; Prepare further turn of comments on Sales Procedure Memorandum; Call with B. Bando; Prepare draft Confidentiality and Non-Disclosure Agreement; Prepare comments on further turn of Sales Procedure Memorandum; Review comments from B. Barido on Confidential Information Memorandum and prepare responding draft; Review emails from R. Jalpargas and P. Fraser on draft Sales Procedure Memorandum; Prepare for and attend at conference call with B. Bando and L. Griffiths to dlsci1ss environmental issues at mine, engagement with BC government, restriction of all on"going communications to take place with Receiver; Review press release regarding latest comments from BC govemment on treatment of environmental Issues at mines; Further and final turn of Sales Procedure Memorandum to B. Bando; Call with B. Bando; Emails from P. Fraser and B. Bando regarding unsolicited expression of interests; Review email from B, Bando to K. Boyle regarding direction of future communication through Receiver; Review email from K. Boyle; Prepare draft cover email regarding sharing of information during term of sales process under Sales Procedure Memorandum; Exchange of emails with B. Bando and R. Jaipargas regarding Sales Procedure Memorandum
20/09/16 L. J. Griffiths Review documents regarding mine and environmental matters; I. I 0 Discussion with M. Laugesen and telephone conference with M. Laugesen and B. Bando regarding status and strategy, Including reporting advice regarding same
21/09/16 K. F. Rusk Researching mineral claims, mineral title and mineral rights for D. 1.40 Afroz; Email correspondence with D. Afroz; Telephone call with D. Afroz
21/09/16 M, S. Laugesen Email from B. Bando with comments on draft note to R. Jaipargas 2.70 regarding Sales Procedure Memorandum; Call with B. Bando; Conference call with B. Bando and J, Krieger; Lengthy call with R. Jaipargas; Further conference call with B. Bando and J. Krieger; Lengthy call with R. Jaipargas and follow up call to B. Bando; Discussion with L. Griffiths regarding status of receiver's efforts to deal with environmental issues
m.JBennett Jones
December 7, 2016 Page 10
Client: Jnvolce No.:
301
029736.00029 1151558
Date Lan·ycr Dcscl'iption Hours
22/09/16 M. S, Laugesen Emails wlth B. Bando regarding cover note to West Face to clarify its 2.90 role during sales process; Call with R. Jaipargas; Calls wlth B. Bando; Email from and response to J, Renihan regarding status of Claims Process (not yet initiated); Email to R. Jalpargas; Email from B. Bando with request for Information from V. Wyprysky regarding possible eligibility for WEPPA claim and follow up emails with B. Bando 1•egarding same; Emails and discussions with B. Bando and L. Griffiths regarding call tomo1·1·ow wlth BC government envlronmental representatives; Review email from E. Cobb and Notice of Appearance on behalfof Endeavour; Consider possible conflict in Norton Rose's role given previous role acting for both Chieftain entities; Email from L. Williams and preliminary review of attached documents relatlng to fui1ds in BLG trust account in Vancouver and claims to such funds; Review emails from B. Bando, K. Boyle, et al. regarding facilitation of site visit for , Review final Sales Process Memorandum and attachments, and email to R. Jaipargas; Review response from R. Jaipargas; Further emails with B. Sando regardlng call with BC government envirnnmentai representatives
22/09/16 L, .J. Griffiths Dlscusslons with M. Laugesen and B, Sando regardlng envlronmental 0.30 issues
23/09/l 6 M. S. Laugesen Revlew emails throughout the day between K. Boyle, B. Bando, and C, 3.60 Cunningham relating to site visit and forward same to L. Griffiths with respect to K. Boyle's apparent dealings with BC MEM and MOE representatives; Meet with A, Kovalev to instruct him on review of documents relating to funds held in BLG trust account, disputed as between Receiver of Redfern/Red corp. and Teck/Cominco, and Chieftain; Review emai Is from RBC with respect to draw down of $1.2 million LC; Consider issues and undertake brief research with respect to abllity of beneficiary to draw down on LC in context of insolvency, and ability ofRBC to collapse a portion of the GIC to repay indebtedness expended under the drawn down LC; Calls with R. Jalpargas and B. Bando relating to LC drawdown and use of GIC funds by RSC; Prepare email to K. Williamson regarding LC and GICs; Meet with B. Bando; Prepare for and attend at conference call with BC environment officials, B. Sando and L. Griffiths; Follow up discussions with B. Sando
23/09/16 C. J, Cunningham Review correspondence from WorkSafe BC and email to B. Banda 0.50 regarding issues related to workers' compensation
23/09/16 L. J, Griffiths Discussions with M. Laugesen and B, Bando regarding mining and 2.20 environmental issues; Consideration of strategy regarding same; Preparations for, including review of documents from M. Laugesen, and attend telephone conference with B. Bando, M. Laugesen and representatives of BC government; Follow up with B. Banda and M. Laugesen
26/09/16 L, J, Griffiths Reporting advice to B. Bando regarding path forward with BC I. I 0 government and prospective purchasers; Follow up with M. Laugesen and B. Bando
b-11 Bennett Jones
December 7, 2016 Page 11
Client: Invoice No,:
302
029736.00029 1151558
Date Lawyer Description Hours
26/09/16 M. S. Laugesen Cal ls with R. J alpargas regarding draw down of LC and to respond to his 2.60 questions about ability of RBC to convert GIC to cover LC obl!gations In context of receivership proceedings; Review emails exchange on Friday evening between B. Bando and K, Boyle; Call to L. Griffiths; Review email from L. Griffiths regarding BC environmental and mine manager Issues; Further call with L. Griffiths; Review email from. , Further calls with R. Jaipargas; Emails with B. Bando regarding form of Conftdentiality/NDA for . , Amendments to Confldentiality/NDA and email to E. Breen; Call from B. Bando regarding need for response to K. Boyle; Email to L. Griffiths and engage with B, Bando to prepare rough drafts; Review email from 8. Bando to update West Face; Email to L. Griffiths regarding environmental issues; Review email fromSlllT•I]
27/09/16 M. S. Laugesen Emails with L. Griffiths and B. Bando regarding mine manager response; 1.40 Review emails from K. Boyle and B. Sando regarding mine manager response; Review status of dealings with Toronto premises landlord, and emails with B. Bando regarding same; Review emalls between K. Boyle and B, Bando regarding sharing of documentation with and need to add further documents to data room; Review status security review and emails with D. Afroz regarding same; Email from BC counsel regarding addition of BC government lawyers to Service List; Emails with R. Jaipargas
··i
27/09/16 L. J. Griffiths Provide advice regarding use of LCs for environmental costs and strategy 1.10 Jn that regard; Consideration of outstanding issues, and provide advice regarding mine manager and British Columbia government interactions and strategy, including regarding MEM, MOE and DFO; Provide enquiries to be made of government agencies
27/09/16 K. F. Rusk Receiving instructions from D. Afroz regarding creating schedules; 3.40 Conversation with S. Quach regarding reviewing Schedules A and B; Reviewing materials and precedents; Creating Schedules of PPSA searches in Bl'itish Columbia and Alberta; Creating Schedules of certified shares
27/09/16 D. Afroz Continued preparation of security opinion regarding security given by 1.50 Chieftain to Teck, RBC and West Face
27/09/16 R. Lindberg Reviewing mineral title searches: reviewing event documents registered 4.00 against the mineral title searches; prepal'ing chart reflecting mineral titles and applicable event documents; prepare memorandum; brief review of draft Opinion; e-mails;
DU Bennett Jones
December 7, 2016 Page 12
Client: Invoice No.:
303
029736.00029 1151558
Date Lawyer Description Hours
28/09/16 K. F. Ri1sk Telephone conversation with L. Neilson regarding B.C. PPSA search; 2.70 Telephone conversation with D. Afroz regarding pledged securities; Email correspondence with D. Afroz confirming pledged securities details; Finalizing pledged seci1rlties schedule; finalizing list of schedules; Reviewing mineral temll'e claims; Phone conversation with D. Afroz regarding mineral tenure claims; Phone conversation with D, Afroz and R. Lindberg regarding mineral title claims; Reviewing memorandum from R. Lindberg on mineral title claims and event numbers
28/09/16 D. Afroz Call with Rose Lindberg regarding searches relating to Mineral Claims 0.40 and organization of results in security opinion
28/09/16 M. S. Laugesen Calls and emails from R. Jaipargas and B. Bando regarding landlord 2.10 dlstraint at Vancouver storage lockers; Emails with British Columbia legal counsel to Revenue & Taxation Group regarding Service List; Review emails between B. Bando, K. Boyle, and B. Armstrong regarding Vancouver storage lockers; Email to R. Jaipargas regarding Vancouver storage lockers; Review bailiff distraint notice; Emails with B. Bando about maintenance of Service List; Review further emails from K. Boyle and B. Armstrong 1·ega1·ding contents of two Vancouver storage locker; Emails with B. Bando regarding formal schedule for parties requesting to be added to Service List; Email to B. Bando regarding contents of storage lockers; Prepare "cease and desist" letter to balllff, and email copies to B. Bando and R. Jaipargas; Review emails from B. Armstrong regarding contents of storage lookers (photos and storage file index); Calls with B. Bando; Calls and emails with B. Bando and L. Griffiths regarding site visit and underground component; Review emails from B. Bando and D. Howe; Call to B. Bando regarding communication with D. Howe relating to underground component of due diligence site visit; Review emails from B. Bando and
28/09/16 L. J, Griffiths Discussion with M. Laugesen regarding follow up with British Columbia 0.30 government regarding due diligence site visit
29/09/16 L. J, Griffiths Discussion with M. Laugesen regarding D. Howe and site visit by British 0.30 Columbia govemment and preparations for due diligence site visit
DU Bennett Jones
December 7, 2016 Page 13
Cllent: Invoice No.:
304
029736,00029 1151558
Date Lawyer Descl'iption Hours
29/09/16 M. S. Laugesen Emails with B. Bando reporting on site visit by K. Boyle and his 3.60 meetings with, to facilitate further due diligence discussions; Email to B. Bando regarding communication with MEM relating to underground site visit by on Saturday; Discussions with L. Griffiths regarding underground site visit byellr
4911ras part of its due diligence process; Call with J, Gartenberg regarding status of issues with Toronto landlord and request for written confirmation regarding certain key lease terms; Email to B. Bando regarding status with deallngs with Toronto landlord's lawyer; Emal! to K. Williamson regarding response to issues raised in connection of GlCs and payment out under LCs; Numerous calis and emails with N. Horkoff (BC Bailiff who seized storage locker contents); Further emails with K. Williamson and update B. Bando regarding same; Email to N. Uzelac; Call from N. Uzelac; Further calls and emails with N. Horkoff and B. Bando regarding successful outcome of dispute relating to assets located in storage locker premises; Calls with R. Jaipargas regarding successful outcome regarding goods stored in Vancouver storage lockers; Email from S, Graff regarding his retainer by RBC to assist in dealing with LC draw down Issues; Email to S, Graff; Update to B. Bando regarding our dealings with lnhouse counsel at Teck and dealings with RBC's newly retained external counsel
30/09/16 M. S. Laugesen Review emails from B, Bando and D. Howe and photos taken by MEM 2.4Q of camp and mine site; Emails with B. Bando to clarify timing of proposed call; Emails with B. Bando and L. Griffiths regarding deferral of proposed call with MEM on Monday; Review email from N. Uzelac and numerous attachments advancing debt and security in favour of Teck; Email to D, Afroz with instructions to include Teck loan and security document review as part of securlty opinion; Emails from K. Boyle regarding site visit; Email to B. Bando regarding request by N. Uzelac for visit at site to review collateral; Email with L. Griffiths regarding Teck site visit; Review email from K. Williamson with details on RBC LCs and evidence of satisfaction of conditions precedent to draw down; Emal! to B, Bando regat·ding RBC's position and need for follow up and call on Monday with MEM relating to utilization of funds drawn; Update Service List to include A. MacFarlane and S. Graff and email to B. Bando; Numerous emails with B, Bando, N. Uzelac, K. Boyle, and A. Thrift regarding possible site visit by Tech this weekend; Emails with B. Bando and L. Griffiths regarding letter from MEM dated 12 September 2016 and further requirements relating to environmental matters
30/09/16 L. J. Griffiths Communications with B. Bando and M. Laugesen regarding mine, due 0.40 diligence visits and British Columbia government matters
30/09/16 D. Afroz Reviewing materials in respect of security provided by Chieftain to Teck 0.40
liiJ Bennett Jones
December 7, 2016 Page 14
Client: Invoice No.:
305
029736.00029 1151558
Date Lawyer Description II ours
03/10/16 M. S. Laugesen Emails with L. Grifflths, B. Bando and J. Kwon regarding environmental 2.30 due diligence materials available on receiver1s website; Emails with B. Bando, L. Griffiths and D. Howe regarding deferred call with Bl'itish Columbia MEM; Review email from B. Bando and attached volcemail from ; Consider issues raised by in request to communicate directly with West Face; Calls and emails with B. Bando 1•egarding communication between and West Face; Prepare comments and draft email from B. Bando regarding communication betwee11 and West Face; Email from R, Jalpargas; Review emails from B. Bando and K. Boyle regarding due diligence review and request for additional documentation; Meet with A. Kovalev to discuss the results of his review and research relating to funds held in escrow by BLO Vancouver; Review email from J. Kwon and request for draft Bill ofSale; Prepare draft Blll ofSale and email to J, Kwon; Review comments from J, Kwon; Prepare amended draft Bill of Sale
03/10/16 L J, Griffiths Communications with M. Laugesen and B. Bando regarding MEM and 0.30 oi1tstanding issues, including site visit
04/10/16 M. S. Laugesen Finalize Bill of Sale and email to J, Kwon; Calls and emails with A. 1.40 Taylor with respect to Sales Process Memorandum and status of sale process; Emails with B. Bando regarding pl'oposed call with MEM today; Prepare for and attend at conference with D. Howe, B. Bando, and L. Griffiths; Prepare notes based on conference call
04/10/16 L. J. Griffiths Review documents in data room regarding permits and environmental 1.80 matters; Discussions with M. Laugesen; Preparations for and telephone conference with BC MEM rep (Diane), B. Bando and M. Laugesen regarding government site visit and outstanding matters, follow up
04110/16 R. Lindberg Attendances reviewing mineral titles; event numbers; title searches; 4.50 vesting order; copies of documents from the L TO; com pi le and prepare chart regarding the under surface l'ights and fee simple interests
05/10/16 R, Lindberg Continued work on BC specific elements of security opinion; review, 4.50 complete summary regarding under surface rights; e-mails with D. Afroz
05/10/16 M. S. Laugesen Email from A. Taylor; Email from L, Griffiths; Emails with B. Bando 0.40 regarding confidentiality of parties participating in sale process
05110116 L. J. Griffiths Communications with M, Laugesen and B. Bando regarding outstanding 0.30 matters with MEM and testing/monitoring; Discussion with M. Laugesen
06/10/16 R, Lindberg Contlned preparation of BC specific elements of security opinion; 5.00 reviewing security, including mortgage, debenture; general security agreements; guarantees; in favour of West Face and Teck; noting various issues with respect to the security; amending summary of Mineral Claims:
li'tl Bennett Jones
December 7, 2016 Page 15
Client: Invoice No.:
306
029736.00029 1151558
Date Lawyer Description II ours
07/J 0/16 R. Lindberg Attendances adding additional BC specific assumptions and 2.50 qualifications to security opinion; adding schedules: amending schedule of MTO Mineral titles; review: circulate clean and blackllned draft; review affirmation agreements; review documentation regarding notices and letters of compliance; add assumptions to opinion letter
11/10/16 M, S. Laugesen Review emails from B. Bando and R. Jaipargas regarding MEM and 2.20 latest press releases suggesting that costs of remediation of being borne by BC government; Calls with R. Jaipargas; Calls with B. Bando; Email to L. Griffiths regarding latest press releases from MEM and strategy fo1· approaching MEM regarding clarification on who is bearing costs; Email to D. Afroz with RBC security documentation; Call with R, Jaipargas to discuss Teck security, RBC security, funds In BLG trust account, and other matters; Emails to S. Graff; Review email from A. Kovaiev regarding funds In BLO trust account; Emails and discussions with D. Afroz regarding opinion; Review emails from D. Afroz and R. Lindberg regarding real property, mineral searches, under surface rights; Review comments from R. Lindberg regarding opinion and real property q uali fi cations
11110/16 L. J, Griffiths Communfcations with M. Laugesen regarding environmental matters and 0.40 potential government claims and claims; Consideration of government activities and investigations and strategy regarding same
12/10/16 L. J, Griffiths Communications with M. Laugesen regarding environmental issues, 0.30 security and potential govemment pi'iorities
12/10/16 M. S. Laugesen Email from R. Jaipargas; Call to B. Bando; Conference call with R. 0.90 Jaipargas and B. Bando; Calls with A. Taylor; Email from N. Uzelac; Discussions with L. Griffiths regarding environmental exposure and priority vis a vis existing security registered on title; Fmther call with B. Bando; Email to N, Uzelac; Email from N. Uzelac; Call from A. Taylor
13/10/16 M. S. Laugesen Calls with A. Taylor; Call to B, Bando; Review email from S. Graff 1.30 regarding partial collapse of GIC to repay exposme on drawn down LC; Discussions with D. Afroz regarding security opinion, with particular focus on his review of Cash Collateral Agreement in favour ofRBC and on Teck loan and security documents
14/10/16 M. S. Laugesen Emails and discussions with D. Afroz regarding security opinion; 2.70 Review of loan and security documentation relating to RBC security, LCs, and GICs; Call to S. Graff; Email from S. Graff; Review loan and security documentation relating to Teck security; Review email from A. Kovalev summarizing facts, issues, and conclusions with respect to funds In BLG trust account In Vancouver; Review status of environmental matters including request for accounting from D. Howe and MOE default letter; Review status of tenancy of Toronto premises and dealings with landlord; Prepare detailed email to B. Bando with report on all of the foregoing issue; Call from B. Sando regarding proposed form of sale agreement; Calls with A. Taylor and B. Bando regarding proposed form of sale agreement
li'll Bennett Jones
December 7, 2016 Page 16
Client: Invoice No.:
'307
029736.00029 1151558
Date Lawyer Description Hours
14/10/16 L. J, Griffiths Communication from M. Laugesen regarding environmental matters 0.20
14/10/16 R. Lindberg E-mails and telephone attendance on D. Afroz re: questions regarding 0.50 mineral titles; land titles and security; opinion matters
17/10/16 R. Lindberg E-mails from D, Afroz, telephone conversation with D. Afroz regarding 3.0Q security opinion and mineral title and land title concepts; review security opinion; amendments to security opinion;
17/10/16 M. S, Laugesen Emails and calls with D. Afroz and S. Graff regarding review of fut'ther 0.80 documents provided In respect of GTCs held by RBC to backstop LC exposure; Request to S. Graff to provide evidence that $25,000 GIC is covered by an additional cash collateral agreement or an amendment of the existing cash collateral agreement; Email to S, Graff; Calls and emails with N. Uzelac and B. Bando regarding possible further site visit by Teck to review its collateral
17/10/16 L. J. Griffiths Consideration of communications from M. Laugesen regarding 0.20 environmental issues and follow up
18/10/16 M. S. Laugesen Begin review of security opinion; Discussions with L. Griffiths regarding 1.30 potential environmental matters; Emalls from D. Howe, B. Bando and L. Griffiths regarding conference call with MEM to discuss environmental developments; Emails with B. Bando regarding additional documents put into data room and question regarding our need to 1·eview same
19110116 M. S. Laugesen Finalize review of draft.seci..trity opinion regarding secul'lty in favour of 0.90 West Face, RBC, and Teck; Discussions with D. Afroz regarding security opinion
20/10/16 M. S. Laugesen Emails and discussion with D. Afroz regarding questions on RBC1s cash 1.10 collateral security over GICs; Complete review of draft security opinion; Emails with L. Sandrin to obtain final sign off on BC aspects of security opinion; Review email from B, Bando regarding additional assets at Atlin Airpot't; Review documents forwarded by B. Bando regarding storage containers at Atlin Airport; Emails with B. Bando
20/10/16 L. Neilson Ordering and obtaining updated British Columbia Personal Property 0.20 Registration search for 2224004 Ontario Inc.
20110/16 L. J, Griffiths Consideration of draft response to BC govemment by B. Bando and 0.20 advice
20/10/16 R. Lindberg E-mails: attendances re: security opinion and amendments 0.50
20/10/16 D. Afroz Incorporating comments received from M. Laugesen into draft opinion 0.40 letter; Reviewing details regarding RBC security provided by S, Graff (Aird & Berlis) and drafting language Into opinion letter accordingly;
24/10/16 C. J, Cunningham Review email and contract; Email to B. Bando 0.30
liiJ Bennett Jones
December 7, 2016 Page 17
Client: Invoice No.:
308
029736.00029 1I51558
Date Lawyer Description Hours
25/10/16 M. S. Laugesen Calls and emails with L. Sandrin regarding security opinion and specific 2.70 BC Issues In security opinion; Emails from B. Bando, K. Boyle, and J, Kwon regarding D&O exposure for wage accruals; Call with B. Bando; Further emails with L, Sandrin regarding BC aspects of security opinion; Review and consider issues raised in email exchange involving MEM, K. Boyle, B, Bando et al regarding BC environmental matters, req11est for assistance from Receiver In facilitating site visit by MOE and MEM; Review email from D. Howe and mine inspection report; Calls and emails with B. Bando regarding agenda for call tomorrow; Review notes on various issues in preparation for call with West Face and its counsel tomorrow moming
25/10/16 C. J, Cunningham Emails with B. Bando regarding email to consultant 0.30
26/10116 L. J, Griffiths Review report and orders from BC government; Discussions with M. 2.80 Laugesen; Preparations for and telephone conference with West Face, Grant Thornton and M. Laugesen regarding status, issues and strategy forward
26/l 0/16 M. S. Laugesen Further review of emails from B. Bando, D. Howe, consultant retained 4.40 by MEM, report ofMEM and MOE and letter to Chieftain/Grant Thornton; Consideration of environmental issues raised in latest materials from MEM and issues in facilitating potential site visit by MEM; Discussions with L. Griffiths regarding environmental issues; Prepare for and attend at call with West Face clients, J. Krieger, B. Bando and L. Griffiths; Follow up discussions with L. Griffiths regarding environmental issues; Prepare for and attend at conference call with J. Krieger, B. Bando, and L. Griffiths; Calls and emails with R. Jaipargas; Further calls and emails with R. Jaipargas; Email from B. Bando regarding follow up call with D. Howe; Discussions with L. Griffiths; Email and call with R. Jaipargas; Review and prepare comments on draft email from R. Jaipargas to D. Howe following discussions with L. Griffiths; Call from A, Taylor; Email to B. Bando regarding call from A. Taylor; Review final comments from L. Sandrln on Bl'itlsh Columbia aspects of security opinion; Attend at call with L. Sandrin; Meet with D. Afroz to instruct hlm on finallzing security opinion
26/I 0/16 L. R. Sandrin Review and discussion of revised draft opinion 0.50
27/10/16 L. R. Sandrin Call with M. Laugesen to discuss final comments on BC aspects of 0.30 security
27/10/16 M. S, Laugesen Call from A, Taylor; Emails with B. Bando and J. Krieger; Email to A. 1.90 Taylor; Emails and discussions with D. Afroz to finalize security opinion; Review comments on draft security opinion and prepare final version of document; Emails with B. Bando regarding need to address four orders Issued by MEM in advance of fifteen day deadline and inquiry about MOE site visit; Email from B. Sando; Finalize and Issue security opinion; Review emails from B. Sando and K. Boyle; Discussions wlth L. Griffiths; Calls and emails with R . .Jalgarpas and L. Griffiths regarding environmental matters
b1JBennett Jones
December 7, 2016 Page 18
Client: Invoice No.:
309
029736.00029 1151558
Date Lawyer Description Hours
27/10/16 D. Afroz Amending draft of security opinion In respect of Chieftain Metals to 0,50 Include comments received from BC counsel.
27110/16 L, J, Griffiths Communications with M. Laugesen and B. Bando regarding outstanding 0.50 issues for BC site visit, BC orders and strategy for same
28110/16 L. J, Griffiths Discussion with M. Laugesen regarding environmental issues and 1.00 strategy; Telephone conference from G. Walker regarding status and issues; Follow up report to B. Bando and M. Laugesen
28/10/16 M. S. Laugesen Call from R. Jaipargas; Email to R. Jalpargas; Email to B. Bando and J, 3.00 Krieger with copy of security opinion; Numerous caJJs and emails with L. Griffiths regarding environmental issues; Review email from P. Panet and attached emails from 0. McLellan and voluminous documentation relating to efforts undertaken by Chieftain in late 2015 to address environmental concerns; Review of attachments to emails from P, Panet and G. McLellan and discussions regarding same with L. Griffiths; Review email from L. Griffiths regarding discussions with BLG in connection with environmental matters and orders recently Issued by MLE
31110/16 M. S. Laugesen Call from R. Jaipargas; Calls with J, Krieger; Calls with B, Bando; Calls 2.20 with L. Griffiths regarding environmental matters; Detailed review of materials forwarded to us by G, McLellan relating to 2015 efforts to
.·ii address environmental concerns by Chieftain prior to initiation of receive1·ship proceedings; Review email from B. Bando and attached emails from P. Gallardo and V. Moritz with respect to claims filed by P. Gallardo, K. Boyle, et al. relating to wage claims under WEPPA, wage claims against directors and officers, etc.; Calls and emails with B. Banclo regarding claims by P. Gallardo and K. Boyle; Call from R. Jaipargas; Conference call with R. Jaipargas and B. Bando
31/10/16 L. J. Griffiths Communications with M. Laugesen and B. Bando regarding outstanding 0.70 issues, Including regarding response to D. Howe, review of reports and orders (historic and current); Discussion regarding strategy regarding same
Total Hours 186.00 Prnfessional Services $ 120,493.50
Timekeeper Hours Rate M. S. Laugesen 99.60 $ 810.00 C. J. Cunningham 8.40 725.00 L. J, Griffiths 18.60 950.00 L. R. Sandrin 0.80 660.00 D. Afroz 20.60 405.00 K. F. Rusk 7.50 225.00 R. Lindberg 30.30 180.00 L. Neilson 0.20 225.00
lfaJ Bennett Jones
December 7, 2016 Page 19
Other Charges Printing Charges Colour Printing Charges Long Distance Phone Charges Photocopy Charges
Disbursements Search and Service Fees Courier Charges Postage I Registered Mail Professional Services Online Government Service Fees
Client: Invoice No.:
310
029736,00029 1151558
$ 483.50 4.50
11.48 0.25
Total Other Charges $ 499.73 ·-----
$ 456,87 34.31. 11.21
313.95 28.50
Total Disbursements 844.84 -----=~~
OST/HST $ 15,838.95
TOTAL DUE $ 137,677.02 ======:::::::::;===
. ::/
311
THIS IS EXHIBIT "B" REFERRED TO IN THE
AFFIDAVIT OF DANISH AFROZ
SWORN
THE 26™ DAY OF MAY 2017
A Commissioner for taking affidavits, etc.
WSLEGAL\029736\00029\18002906v4
lid Bennett Jones
GRANT THORNTON LIMITED 1 ITH FLOOR 200 KING STREET WEST TORONTO, ONTARIO M5H 3T4
Attention: JONATHAN KRIEGER AND BRUCE BANDO
Re: CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Our File Number: 029736.00029
Bennett Jones LLP 312 Silite 3400, 1 First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1 A4
Date: January 13, 2017 Invoice: 1160639
PROFESSIONAL SERVICES RENDERED in conjunction with the above noted matter:
Professional Services $ 23,971.00
Other Charges 132.25
Disbursements 1.50
Disbursements Incurred As Yotn· Agent (Non-taxable) 7.00
Total Due before OST/HST $ 24, 11 l.75
OST/HST $ 3, 133.62
TOTAL Due ln CAD $.===2!i!!,f,1~.2~1s~,J1~1
Due upon receipt, Bennett Jones Ll.P reserv\ls lhe right to charge Interest al a rate not greater than 12% per annum on outstanding lnvolctis after 30 days. We colleot, use and disclose lnform1:1Uon pursuant lo our Privacy Policies, For further lnform1:1tlon visit our website atwww.bennettjones.oom or conlacl our Privacy Offlctir . bv wrltlnq our offices In Oalmirv. Edmonton. Toronto or Ottawa,
GST/HST Number: 119346767
liUBennett Jones
January 13, 2017 Page 2
Cllent: Invoice No.:
313
029736.00029 1160639
Date Lawyer Description Homs
01/11/16 M. S. Laugesen
02/11/16 M.A. Sorensen
02/11 /16 M, S. Laugesen
03/11/16 L. J, Griffiths
03/11/16 G. S. A. Solway
03/11/16 M. S. Laugesen
04/1 l/16 M. S. Laugesen
04/11/16 L . .J. Griffiths
05/11/16 L . .J. Griffiths
Call from P. Panet regarding outcome of bid process and ability of West Face to engage In discussions with bidders; Call from R. Sutin; Email from J, Kwon regarding applicability of HST on sale of office furniture; Discussions with L. Griffiths and B. Sando regarding need to obtain response from MEM regarding pending deadline for compliance with orders in 24 October 20 l 6 MEM Order
Discussion regarding proposed sale of Toronto office furniture and related assets and related OST/HST issues
Consider question raised by J, Kwon regarding obligation on part of receiver to collect HST on sale of office furniture assets; Brief consultation with M. Sorensen regarding HST Issue; Email to J, Kwon; Call from R. Sutin regarding D&O issue; Review file regarding status of existing D&O insurance Issues
Discussion with M. Laugesen email; Meeting and draft submission for BC government
Discussion with M. Laugesen regarding D&O liabillty insurance matter
Review emall from B. Bando to D. Howe; Review email from R. Sutln and attached emails he has exchanged with AON Canada regarding D&O coverage; Call from R. Sutin; Call with B. Banda; Further calls with R. Sutin; Emails with R. Sutin regarding D&O insurance claim made to date, ability to purchase run-off Insurance, and request for receipt of fund acquisition of run-off insurance for D&Os; Meeting with L, Griffiths to discuss status of environmental matters and need to formally correspond with MEM/MOE regarding failure on part of D. Howe to respond to numerous requests from B. Bando;Emails with R. Jalpargas regarding request for a call tomorrow
Lengthy call with R. Jaipargas regarding environmental matters, D&O liability matters, 1•J 1t?F IL I I :,
and other matters; Call to B. Bando; Emails with L. Griffiths regarding environmental matters; Email to R. Jaipargas regarding D&O matters and possible request from directors and officers for West Face to pay the costs of obtaining run-off insurance; Discussion with L. Griffiths regarding letter to MEM/MOE regarding environmental issues and failure on part of MEM to respond to repeated requests for discussions by B. Bando; Review provisions of Initial Receivership Order regarding possible termination by MOE/MEM of licenses and permits relating to mine, and brief research on ability of environmental regulators to revoke mining pel'lnits in context of receivership proceedings
Review documents; Discussion with M. Laugesen regarding outstanding issues; Draft response to BC MEM and MOE
Review documents and draft submission to BC MEM and MOE; Report to M. Laugesen
1.30
0,10
0.40
1.30
0.10
2.80
2.10
2.40
2.00
Iii.I Bennett Jones
Janual'y 13, 2017 Page 3
Client: Invoice No.:
314
029736.00029 1160639
Date Lawyer Description Hours
07/11/16 L. J, Griffiths Consideration of draft communication to D, Howe; Discussions with M. 0.80 Laugesen; Provide changes and advice regarding same; Follow up with M. Laugesen and B. Bando
07/11/16 M. S. Laugesen Review draft email from L. Griffiths regarding environmental matte!'s, 3.70 pl'epare comments on same, and discuss with L. Griffiths; Review email from D. Colallllo regarding D&O insurance; Discussions with L. Griffiths regarding proposed changes to draft email for B, Bando addressed to D. Howe !'egarding environmental matters; Email to D. Colallllo; Call from D. Colalillo; Review email from R. Sutin regarding D&O issue; Email to R. Sutln; Further email from R. Sutln; Review email from B. Bando with revised drnft of letter dealing with environmental issues to D. Howe; Review comments from R. Jaipargas; Furthel' discussions and emails with L. Griffiths regarding proposed letter; Call from R. Jalpargas; Further emails and discussion with B. Bando regarding final changes to draft letter to D. Howe; Call from R. Jaipargas and P. Panet; Attend at conference call with R. Jaipagas and P. Panet; Review previously used form of Confidentiality/Non-disclosure Agreement and discuss same with B. Bando and J, Krieger on conference call; Email to P. Panet and R. Jaipat·gas; Review final version of letter to D, Howe; Call from P. Panet; Prepare revised draft of Confidentiality/Non-disclosure Agreement and email to P. Panet; Further comments from P. Panet and R. Jaipal'gas; Review emails from B. Sando and I with executed copy of Confidentiality/Non-disclosure Agl'eement for party with whom West Face is in discussions
08/11/16 M. S. Laugesen Call from A. Taylor 1·egarding status of receivership and next steps by 1.40 Receiver and West Face; Email to B. Bando; Email from 8, Bando; Email to A. Taylor; Email to R. Jaipargas; Review emails from J, Kwon and regarding execution of Confidentiallty/Non-Dlsclosure Agreement and access to data room by
09/11/l 6 M. S. Laugesen Call to J, Krieger; Prepare notes on outstanding environmental Issues and 1.40 status of sales pl'ocess; Meet with T, Andel'son to instnict him on research and assembly of materials for credit bid sale approval motion
11/11/16 M. S, Laugesen Call with B. Bando regarding status of key outstanding issues and, 0.40 particularly, status of and next steps in sale process
14/11/16 M. s. Laugesen Review email from B. Bando and forwarded voicemall from potential 1.60 bidder expressing interest ln acquiring assets; Consider strategy In response to receipt of unsolicited bid; Emails and call with B, Bando; attend at conference call with B. Bando and R. Jaipargas
15/11/16 M. S. Laugesen Emails with B. Bando; Calls with B. Bando and J, Krieger 0.20
16/11/16 M. S, Laugesen Email from J, Kwon regarding disclaimer of Toronto leased premises; 0.30 Email and call with B. Sando regarding conference call with West Face and BLG scheduled for tomorrow
Iii.I Bennett Jones
January 13, 2017 Page 4
Client: Invoice No.:
315
029736.00029 1160639
Date Lawyer Description Hours
17/11/16 M. S. Laugesen Review email from J, Kwon and draft letter to landlord and dt·aft lease 1.40 disclaimer; Prepare email to J, Kwon with comments on lease disclaimer; Email from J, Kwon; Prepare for and attend at conference call with J, Krieger, B. Bando, P. Fraser, P. Panet, G. McCulloch and R. Jalpargas to discuss outstanding issues, status of sale process, and environmental matters, etc.; Email to R. Jaipargas with copy ofsecut'ity opinion highlighting pending expiries of certain deadllnes for registrations, renewals, etc.; Emails with H. Silverman
18/11 /16 M. s. Laugesen Emails with H. Silverman; Meeting with D. Afroz to instruct him on 0.20 security review In light of delay in sale process timetable
21/11/16 R. Lindberg Telephone conversatioi:i with D. Afroz regarding Mineral titles and 0.40 expiration matters
22/11/16 R. Lindberg Conduct up-dated mines and mineral searches of Chieftain; review to 1.30 determine expiring date of Free Miner's Certificate and "good to dates"; e-mail to D. Afroz
23/11/16 R, Lindberg Exchange of e-mails with Mineral Titles Branch regarding Free Miner 0.50 Certificates and renewal
23/11/16 M. S. Laugesen Review email from B. Bando regarding latest discussions with V. 0.20 Wyprysky; Emails with B. Bando regarding
24/11/16 M. S, Laugesen Review emails from D. Afroz and R. Lindberg relating to pending expiry 0.90 dates of subsequently acquired mineral titles In late February and early March; Consider Issues relating to pending expiry of Free Miner's Certificate, consequences of same, and potential strategies to address pending lapse; Brief research .and discussions with A. Ali Khan regarding Free Miner's Certificate; Prepare email to H. Silverman; Call with H. Silverman; Call with R. Jaipargas
24/11/16 L. J, Griffiths Telephone conference with M. Laugesen regarding potential permit 0.20 issues and strategy
25/11/16 M. S. Laugesen Discussion with L. Griffiths regarding risks associated with flllng Free 0.30 Miners Certificate on behalf of Chieftain from prospective of potential environmental exposure of Receiver; Review emai 1 from B. Ban do regarding inquiry about acquisition of assets from
25/11/16 L. J. Griffiths Discussion with M. Laugesen regarding mining certificates, agency issue 0.20 and strategy
28/11/16 M. S. Laugesen Review email from R. Jaipargas regarding 0.70 and review emails from B. Bando and R. Jaipargas regarding
expression of interest , Call from R. Jaipargas; Emails and calls with R. Jaipargas; Emails with B. Sando regarding Free Miners Certificate; Review further email from R. Jalpargas and follow up emails from B. Bando, P. Panet, and R. Jaipargas regarding expression of interest
Iii.I Bennett Jones
January 13, 2017 Page 5
Client: Invoice No.:
316
029736.00029 1160639
Date Lawyer Description Hours
29/11/16 M. S. Laugesen Calls and emails with B. Bando and R, Jaipargas regarding expression of 0.40 interest throughout the day
30/11/16 M. S. Laugesen Emails with 8, Sando and J. Krieger regarding provision of access to 0.20 to permit due diligence prior to making an
indicative bid to acquire the access of Chieftain In the context of the receivership; Review email from P, Panet
01/12/16 M. S. Laugesen Review emails from J, Kwon and B. Armstl'ong; Discussion with R. 0.30 Jalpargas regarding
06/12/16 M, S. Laugesen Call from J, Krieger regarding Non-Disclosure Agreement for91t; 0.30 Review proposed amendments to Non-Disclosure Agreement from counsel to99; consider issues, and prepare email to J, Krieger with comments
19/12/16 M. S. Laugesen Call from B. Sando regarding insurnnce renewal; Review email from B. 0.30 Sando and attachment relating to insurance renewal; Consider issues and call B. Sando regarding insurance issues
Total Hours 30,10 Professional Services $ 23,971.00;.
Timekeeper Hours Rate M, S, Laugesen 20.80 $ 810.00 M.A. Sorensen 0.10 810.00 G, S, A. Solway 0.10 910.00 L. J, Griffiths 6.90 950,00 R. Lindberg 2.20 180.00
Other Charges Printing Charges $ 132.25
Total Other Charges $ 132.25 --'------'-'-~
Dis bu rsemcnts BC Online Searches $ 1.50
Total Disbursements 1.50 -----'----'--
Disbursements Incurred As Your Agent (Non-Taxable) BC Online Searches $ 7.00 _:_ ___ __...:._:
Total Disbursements Incurred As Your Agent $ 7.00 --'-------'--:_:_::_
OST/HST $ 3, 133.62
TOTAL DUE $ 27,245.37 ===========i
317
THIS IS EXHIBIT "C" REFERRED TO IN THE
AFFIDAVIT OF DANISH AFROZ
SWORN
THE 26™ DAY OF MAY 2017
A clmmissioner for taking affidavits, etc.
WSLEGAL\029736\00029\18002906v4
b1JBennett Jones
GRANT THORNTON LIMITED 1 ITH FLOOR 200 KING STREET WEST TORONTO, ONTARIO M5H 3T4
Attention: JONATHAN KRIEGER AND BRUCE BANDO
Re: CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Our File Number: 029736.00029
Bennett Jones LLP 318 Suite 3400, 1 First Canadian Place P.O. Box 130 Toronto, Ontario MSX 1 A4
Date: March 22, 2017 . Invoice: 1167390
PROFESSIONAL SERVICES RENDERED in conjunction with the above noted matter:
Professional Services $ 11,388.00
Other Charges 12.00
Total Due before OST/HST $ 11,400.00
OST/HST $ 1,482.00
TOTAL Due in CAD $===="1~2.~8=82=.0~0
Due upon reoelpt. Bennett Jones LLP reserves the right to oharge Interest at a rnte not greater than 12% per flnnum on outstanding Invoices after 30 days, We colleot, use and disclose Information pursuant to our Prlvaoy Policies, For further Information visit our website at www.bennett)ones.oom or contact our Privacy Officer· bv wrltlna our offices In Cal11arv. Edmonton. Toronto or Ottawa.
GST/HST Number: 119346757
DU Bennett Jones
March 22, 2017 Page 2
Client: Invoice No.:
319
029736.00029 1167390
Date Lawyer Description Hours
03/01/17 M. S. Laugesen Review list of outstanding Issues and note regarding pending mining 0.30 claims expiration; Review recent press l'elease from Yukon News relating to update on BC MOE steps regarding remediation and closure of the mine; Email to B. Bando, J. Krieger and R. Jaipargas; Email from B. Bando and R. Jaipargas
06/01/17 L. J. Griffiths Discussion with M. Laugesen regarding status and strategy regarding 0.30 environmental matters and government involvement
06/01/17 M. S. Laugesen Review message D. Howe ~rom MEM forwarded by B. Bando, consider 0.30 possible issues raised, discussed with L. Griffiths, and attend at conference call with B. Bando and R. Jalpargas to discuss response; Review email from B. Bando to P. Fraser
09/01/17 M. S. Laugesen Emails with P. Panet, R. Jaipargas, J, Krieger, and B. Bando regarding 0.10 follow up on MEM; Discussions between B. Bando and D. Howe; Scheduling of conference call
10/01/17 M. S. Laugesen Prepare for and attend at conference call with West Face clients, R. 0.90 Jaipargas, B. Bando, and J. Krieger; Follow up discussions with R. Jaipargas
11/01/17 M. S. Laugesen Call from B. Bando; Briefresearch on provisions of BIA and Ontario 0.70 Employment Standards Act (statutory priority and deemed trust provisions) regarding priority for vacation pay, arrears, and limitation of both BIA, priority and deemed trust priority under BSA to only current assets; Call to B. Bando
12/01/17 M. S. Laugesen Calls and emails with B. Bando 0.20
13/01/17 M. S. Laugesen Call from B. Bando regal'ding copies of mining permits; Discussions 0.80 with R. Lindberg regarding registration of permits on title of property and altemative means of tracking down copies of mining permits incli1dlng discussions with Mines and Minerals Branch of British Columbia govemment; Further research regarding mineral permits, call to B. Bando
31/01/17 M. S. Laugesen Review email from B. Bando and attached email from OSC regarding 0.30 ceased trade order for Chieftain; Consider issue raised by B. Sando, brief research, and prepare responding email to B. Bando
08/02/17 M. S. Laugesen Review of email from B. Bando and attached email and memo from B. 1.20 Armstrong regarding pending expiry of mineral claims in late Feqruary and early March; Review tlle for previous correspondence with B. Bando and H. Silverman relating to Free Miner Certificate issue in context of renewal of mineral titles; Call to B. Bando; Prepare email to I-I. Silverman
09/02/17 M. S. Lm1gesen Email from H. Silverman 0.10
l.rtJBennett Jones
March 22, 2017 Page 3
Client: Invoice No.:
320
029736.00029 1167390
Date Lawyer Description Hours
10/02/17 M. S. Laugesen
12/02/17 M. S. Laugesen
13/02/17 M. S. Laugesen
14/02/17 M, S. Laugesen
14/02/17 R. Lindberg
16/02/17 M. S, Laugesen
17/02/17 M. S. Laugesen
21/02/17 M. S, Laugesen
23/02/17 M. S. Laugesen
24/02/17 M. S. Laugesen
24/02/17 L . .J. Griffiths
Calls and emails from B. Bando and review of forwarded email from• I I , Call from B. Bando; Prepare draft email for B. Bando to fot'Wal'd to ; Review furthel' emails from B, Bando and•
Emails and call with R. Jaipargas regarding Free Miner1s Certificate and pending expiry of certain mineral titles
Call and email to R. Lindberg setting out questions relating to pending expiry of two mineral titles and need to renew expired Free Miner1s Certificate; Calls with B. Bando; Review Initial Receivership Order· and, particularly, para. 3, 4(h), I 7, and 1 ?. and conslderadequacy of protections fo1• receive!' In event of challenge based on deemed agency concept; Fur·ther call to R. Lindberg
Call from B. Bando; Further call with B. Bando; Call from R. Jaipargas; Call to B. Bando; Review emails from R. Lindberg relating to renewal of Free Miner's Certificate and subsequent renewal of mineral claims; Review provisions of Initial Order and consider adequacy of protection for receiver based on ability to execute documents in name of and on behalf of debtor entity; Further calls with s. Sando
Telephone and e-mail attendances with M. Laugesen; review file: conduct searches; obtain copies ofpot·tions of plans; forward to M. Laugesen
Numerous emails, calls, and conference calls with s. Sando, H. Silverman, R. Jaipargas, S. Armstrong and R Lindberg regarding renewal of Free Mine!' Certificate and renewal of mineral title claims which are about to expire in late February and early March; Instruct R. Lindberg on searches to confirm renewal of mineral title have been properly completed; Further emails with I-I. Silverman and R. Jaipargas
Calls with S, Sando
Review emails from S. Sando and P. Soonen regarding status of receivership, access to dataroom, executed Confidentiality/NDA Agreement and related matters
Review email from B. Bando regarding 2016 Annual Reclamation Report; Review email from J. McConnachle and MEM Annual Reclamation formatting requirement website in related matel'ials; Review draft email from B. Sando; Email to L. Griffiths; Email to B. Bando
Meeting with L. Griffiths to discuss latest position being adopted by MEM; Review call with B. Sando; Provide input on draft email from s. Sando to D, Howe; Review email from D. Howe; Discussion with B. Sando; Further discussions with L. Griffiths regarding latest position of MEM and email from D. Howe received later in the day
Attend to draft communication from Grant Thornton Limited to BC government; Meeting with M. Laugesen regarding same; Follow up
0.50
0.50
1.20
1.10
0.50:'
1.40
0.30
0.20
0.70
1,60
0.60
lit.I Bennett Jones
March 22, 2017 Page 4
Client: Invoice No.:
321
029736.00029 1167390
Date Lawyer Description Hours
26/02/17 M. S. Laugesen Emails from R. Jaipargas and B. Bando regarding latest developments and steps being taken by MEM
Total How·s Professional Services $
0.20
14.00 11,388.00
Timekeeper Hours nate M. S. Laugesen L. J, Griffiths R. Lindberg
Other Charges Printing Charges
12.60 0.90 0.50
$ 825.00 970.00 240.00
$ 12.00 Total Other Charges $ 12.00
~-~-~-
OST/HST $ 1,482.00
TOTAL DUE $ 12,882.00 =====:;:::;:=:::::=::::
THIS IS EXHIBIT "D" REFERRED TO IN THE
AFFIDAVIT OF DANISH AFROZ
SWORN
THE 26TH DAY OF MAY 2017
A C mmissioner for taking affidavits, etc.
WSLEGAL\029736\00029\18002906v4
322
Ill.I Bennett Jones
GRANT THORNTON LIMITED I ITH FLOOR 200 KING STREET WEST TORONTO, ONTARIO M5H 3T4
Bennett Jones LLP 3 23 Suite 3400, l First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1 A4
Date: April 21, 2017 Invoice: 1171016
PROFESSIONAL SERVICES RENDERED in conjunction with the above noted matter:
Professional Services $ 23,667.00
Other Charges 4.50
Total Due before OST/HST $ 23,671.50
OST/HST $ 3,077.30
TOTAL Due in CAD
Due upon reoelpt, Sennett Jones LLP reserves the right to charge Interest at a rate not graater thim 12% per annum on outstanding Invoices after 30 days, We collect, use and disclose Information pursuant to our Privacy Pollcles. Por further Information visit our website at www.bennett)ones,com or contact our Prlvaoy Officer bv wrltlnCl our offices In OalQarv. Edmonton, Toronto or Ottawa.
GST/HST Number; 119346757
Ui.I Bennett Jones
April 21, 2017 Page 2
Client: Invoice No.:
324
029736.00029 1171016
Date Lawyer Description Hours
06/03/17 M. S, Laugesen Review emails and voicemalls from B, Bando relating to med la 0.40 coverage, and specific inquh'ies made by Alaska-based reporter; Consider response and call B, Bando to discuss
07/03/17 M, S, Laugesen Emails with B, Bando regarding ongoing media coverage, and specific 0.90 inquiries from Alaska repo1ter; Review email from B, Bando and attached email from B, Armstrong relating to Mines Act Permits Annual Reclamation Report and Exploration Permits Annual Summary of Exploration Activities and Multi-Year Area Based Annual Update forms; Preliminary research on consequences of failure to t1le; Emails with L. Griffiths and B. Sando
07/03/17 L, J, Griffiths Consideration of media coverage and outstanding permit issues 0.40
08/03/17 S, Singh Review of documents and February 28, 2017 amendments to the Mines 1.50 Act
08/03/17 M. S, Laugesen Email to S. Singh regal'dlng pending deadllne for filing of environmental 1.20 reports and updates; Brief research on these reports and updates ln the context of insolvency proceedings, and review of Initial Order in that regard; Further bl'lef calls and emails with S. Singh and L. Griffiths regarding filing of environmental updates and reports
09/03/17 S. Singh Telephone call with D. Howe; Correspondence with L. Griffiths and M. 1.70· Laugesen
09/03/17 M. S, Laugesen Email and brief call with L. Gl'lffiths and S, Singh regarding Mines Act 1.30 permits, Annual Reclamation Report, Exploration, Annual Summary of Exploration Activities and Multiyear Area Based Annual update; Discussions with S. Singh l'egarding consequences of failure to file reports and updates and strategy involving engagement of Ministry of Energy and Mines, and Ministry of Environment for British Columbia; Calls with B. Bando
09/03/17 L. J, Griffiths Communications with M, Laugesen regarding outstanding permit issues 0.20
10/03/17 M, S, Laugesen Emails with S, Singh regarding Mines Act Permit Reclamation Report, 0,80 Exploration Permits, and other permits; Call to B, Bando regarding latest media coverage and public pressure to close down mine; Email with S. Singh with request for additional information on environmental filings, repo1ts, updates, etc. from B, Armstrong
10/03/17 S. Singh Correspondence with M, Laguesen 0.30
13/03/17 M, S, Laugesen Emails from 8, Bando regarding extension/deferral of ce1tain reporting 0,50 and further pet·mitting and updating; Review email from B. Armstrong; Review emails from S, Singh; Email from B. Bando; Email to S, Singh with instructions on preparation of deferral request to D. Howe
13/03/17 S, Singh Correspondence regarding BC permits and defferal; Telephone call with 1.10 M, Laugesen; Drafting email to D, Howe
14/03/17 S, Singh Correspondence with M. Laugesen; Correspondence with D. Howe 0,90 regarding Chieftain Metals deferral of permit conditions
Iii.I Bennett Jones
April21,2017 Page 3
Client: Invoice No.:
325
029736.00029 1171016
D:1te Lawyer Description Hours
14/03/17 M. S. Laugesen Emails with S. Singh regarding email to D. Howe requesting 0.40 deferral/extensions
15/03/17 M, S, Laugesen · Review of further drafts of deferral/extension request, incorporating 0.6q comments from L, Griffiths and myself; Email from B, Bando; Email from S. Singh; Email to S. Singh; Email to B. Bando; Review further form of email request for deferral/extension to D, Howe; Further emai Is with S. Singh regarding follow up with D. Howe; Email from 8. Sando; Email from L. Griffiths
15/03/17 S. Singh Finalising letter to D. Howe; Correspondence with M. Laugesen and B, 0,50 Brando
15/03/17 L. J. Griffiths Communications with respect to drnft response to D, Howe (BC 0.40 Govemment) and follow up regarding same, including further communications with M. Laugesen
16/03/l 7 M. S. Laugesen Review email from B. Bando to R, Warke requesting information and 0, lb attaching copy of Confidentiallty/Nonwdisclosure Agreement
20/03/17 S, Singh Conespondence with B. Brando and M. Laugesen regarding mine 0,60 manager requirements; Reviewing relevant HSBC Code and Mines Act requirements
21/03/17 S. Singh Telephone call with M. Lai1gesen; Correspondence regarding mine 0,50 manager Issue
21/03/17 M. S. Laugesen Review emails from B, Bando and S. Singh regarding existing role ofK. 1.30 Boyle as mine manager; Meeting with L. Griffiths; Brief call with S. Singh regarding contact with D. Howe; Follow up discussions with S. Singh and calls with B. Bando to update him on the status of our efforts to deal with D, Howe on deferral environmental and related reporting obligations, and mine manager issue raised by recent email from K. Boyle
21/03/17 L. J, Griffiths Communications with M. Laugesen and S, Singh regmding permit Issues 0.40 and strategy regarding Mines Act and path forward
22/03/17 L, J, Griffiths Communications with M, Laugesen regarding outstanding issues with 0.60 respect to permits and authol'izations, Including status and path forward with the BC govemment
22/03/17 M, S. Laugesen Brlef call with S, Singh to discuss latest developments in our dealings 1.60 with D, Howe, MEM and MOE; Review email from S, Singh regarding increased govemment scrutiny on environmental concems relating to Tulsequah Chief Mine; Review email from S. Singh with update on her discussions with D, Howe; Review draft email from S, Singh to further MEM contacts relating to extension of permit; Prepare detailed update email to B, Bando regarding the status of ow· latest efforts to deal with D. Howe and the MEM; Review email from B. Bando; Call with B. Bando; Call to S, Singh; ·Further call with B. Bando
li'd Bennett Jones
A pl'! I 21 , 20 l 7 Page 4
Client: Invoice No.:
326
029736.00029 1171016
Date Lawyer Description Hours
22/03/17 S. Singh Teleconference regarding next steps t'egarding mine manager issue and 1.30 D. Howe; Telephone call with D. Howe confirming mine manager not required and action required to progress reporting and permit expiration issues; Correspondence with clients
23/03/17 M. S. Laugesen Review emails from K. Boyle and B. Bando regarding latest email blast 1.80 to BC mine managers including K. Boyle, email to B. Sando regarding K. Boyle's mine manager position; Review email from 3 a and questions relating to Confidentiality Agreement; Consider questions relating to Confidentiality Agreement and call with B. Bando to discuss; Review email from regarding Confidentiality Agreement changes, and further calls and emails with B. Bando to discuss; Review executed Confidentiality Agreement and failure to accommodate all of the conditions agreed to by B. Bando; Calls and emails with S. Singh regarding newly-arisen problem with certain mining permits (MX" 1 "355 and MX-1-910), and consideration ofconseqi1ences of same; Further calls and emails with S. Singh
23/03/17 L. J. Griffiths Review communications and discussion with M. Laugesen and S. Singh 0.30 regarding regulatory issues and strategy
23/03/17 S. Singh Telephone call with and correspondence with D. Flynn; Telephone call 1.50. with and correspondence with M. Laugesen; Reviewing receiver appointment letters; Researching underlying tenure status
24/03/l 7 M. S. Laugesen Review draft email from S. Singh regarding update on efforts to obtain 2.40 deferrals and extensions on filing deadlines associated with exploration permits, and environmental matters; Prepare email to B. Bando regarding reports and updates necessary to continue certain exploration and other permits; Call to B. Bando; Review email from D. Howe; Calls and emails with S, Singh; Call from B. Sando; Call with B. Bando; Call to S. Singh to Instruct her on next steps in dealing with MOE, MEM, etc. in respect of extensions for deadlines and permits and revocation of steps taken by MEM to revoke MX exploration permits
24/03/17 L. J. Griffiths Consideration of outstanding issues/questions; Communications with S, 0.40 Singh and M. Laugesen
27/03/17 S. Singh Telephone call with M. Love regarding EMA permits; Drafting 1.00 correspondence with D. Howe regarding MEM permits; Telephone call and correspondence with M. Laugesen
28/03/l 7 S. Singh Correspondence with D. Flynn and M. Love regarding MX Permits and 0.80 EMA permits respectively; Correspondence with M. Laugesen and B. Brando regarding status update on permits
28/03/17 M. S. Laugesen Calls and emails with S. Singh regarding status of reports and updates 0.80 necessary to defer permit M232, reinstate exploration permits MX- 1355 and MX- 1910, and to obtain an extension on the deadlines from the MOE; Email from and call to B. Bando; Instruct S. Singh on preparation ';:
of brief update email to B. Bando, review same, and forward to B. Bando
bu Bennett Jones
April 21, 2017 Page 5
Client: Invoice No.:
327
029736.00029 1171016
Date Lawyer Description Hours
29/03/17 S. Singh Correspondence with D. Flynn and M, Laugusen regarding MX permit 0.70 validity
29/03/17 M. S. Laugesen Review latest updates from S, Singh on efforts to obtain extensions on 1.20 reports and updates necessary to extend certain mining permits; Prepare for and attend at conference call with R. Jaipargas, B. Sando, and J, Krieger
30/03/17 M. S, Laugesen Review update emails from S, Singh regarding MOE, EMA permits, 0.90 efforts to persuade D. Flynn to extend authorizations relating to mineral exploration permits, and efforts to persuade D. Howe to extend deadl!ne for filing of reports and updates relating to MEM permits; Brief discussion with L. Griffiths; Conference call with L. Griffiths and S. Singh; Review draft email from S. Singh to D. Flynn
30/03/17 L . .J. Griffiths Consideration of permit and authorization issues; Telephone conference 0,60 with S. Singh and M, Laugesen regarding same, and strategy with BC government
30/03/17 S. Singh Correspondence with D. Flynn regarding MX permits and extensions; 2:20 Telephone call with M. Love regarding EMA permits; Telephone call with M. Laugusen and L. Griffiths regarding EMA permits; Reviewing EMA and deemed authorization regulations
31/03/17 L. J, Griffiths Consideration of government responses and discussions with M, 1.00· Laugesen and S. Singh regarding outstanding issues and strategy, including draft communications to BC government
31/03/17 M. S. Laugesen Update call from S. Singh; Call to B. Bando; Email from B. Sando; 1.30 Discussion with L. Griffiths regarding difficulties encountered in dealing with MOE; Fmther calls and emails with S, Singh and B. Bando regarding status of threatened revocation of permits and related matters
31/03/17 S, Singh Correspondence with and telephone call M. Laugesen regarding MX o.so permits; Correspondence with MEM regarding MX permit extension
Total Hours 36.90 Professional Services $ 23,667.00
Timekeeper Hours Rate M. S. Laugesen L. J, Griffiths S. Singh
Other Cha1·ges P1·inting Charges
17.50 4.30
15.10
$ 825.00 970.00 335,00
$ 4.50 Total Other Charges $ 4.50
-~~---
OST/HST $ 3,077.30
IJUBennett Jones
April 21, 2017 Page 6
328
Client: 029736.00029 Invoice No.: 1171016
TOTAL DUE $ 26,748.80 c:;i::====:;::;:;:;;::;=
329
THIS IS EXHIBIT "E" REFERRED TO IN THE
AFFIDAVIT OF DANISH AFROZ
SWORN
THE 26TH DAY OF MAY 2017
I A Commissioner for taking affidavits, etc.
WSLEGAL\029736\00029\18002906v4
Iii.I Bennett Jones
GRANT THORNTON LIMITED I !TH FLOOR 200. KING STREET WEST TORONTO, ONTARIO MSH 3T4
Attention: JONATHAN KRIEGER BRUCEBANDO
Re: CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP. Our File Number: 029736.00029
Bennett Jones LLP 3 3 0 Sulte 3400, 1 First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1 A4
Date: May 17, 2017 Invoice: 1174738
PROFESSIONAL SERVICES RENDERED in conjunction with the above noted matter:
Professional Services
Other Charges
Total Due before OST/HST
OST/HST
TOTAL Due in CAD
$
$
$
39,398,50
51.50
39,450,00
5,128.51
$===='4'*'4.~57"""'8"""'.5"""'1
Pue upon receipt. f3enn11tl Jones LLP reserves the right to oharg1;1 Interest Ill a rate not greater than 12% par annum on outstanding Invoices after 30 days. We collaot, use and tjlsolose Information pursuant to our Privacy Polloles. For further Information visit om website at www.bannaltjonas.com or contact our Privacy Officer bv wrltlnq our offices In Calamv. Edmonton. Toronto or Ottawa.
GST/HST Number: 119346757
Iii.I Bennett Jones
May 17, 2017 Page 2
Client: Invoice No.:
331
029736.00029 1174738
Date Lawyer Description Hours
04/04117 M. s. Laugesen Review email from J. Kwon regarding storage equipment at Atlin 0.60 Airport; Consider issues, review ability offandlord to force Receiver to accept terms relating to tenancy, and prepare email to J, Kwon; Conference call with B. Bando and J. Kwon regarding rental at Atlln Airport
06/04/17 S. Singh Correspondence with D. Howe (MEM) regarding permit extension 0.20 timeline
07/04/17 M. S. Laugesen Email from B. Bando regarding due diligence requests from 1.10 relating to 4 LCs, amounts outstanding, permits, and general asset lists; Review previous notes regarding LCs, permits, and general asset lists; Prepare responding email to B. Bando; Call with B. Banda; Further calls and emails with B. Bando
10/04/17 S. Singh Reviewing Special Use Permit documents in Dropbox; Reviewing 1.60 applicable legislation; Correspondence with B. Bando and M. Laugesen
I 0/04/17 M. S. Laugesen Review emails from B. Bando, and . regarding due diligence, 2.40 permits, ability of receiver to provide detailed asset list, and related matters; Review email from B. Bando and attached emails from P. Panet, G McLellan and K. Boyle regarding permits generally and EC parks use permit specifically; Email to S. Singh regarding update on permits generally; Email to B. Bando regarding parks use permit and email to S. Singh t'egardlng parks use permit; Review and edit email from S. Singh with general update on M-232, M-1-355, MX-1-910, and EMA 105719 permit; Call with S. Singh regarding update on permits; Calls with B. Bando regarding permits and special use permit; Email with L. Griffiths regarding permits; Email to B. Bando with final edited version of update on permits; Review draft email from B. Banda to regarding assets; Read attachments from B. Bando intended for review by.
regarding asset list to facllltate .due diligence; Email from B. Bando; Final email to B. Bando r'egarding permits; Email to S. Singh and L. Griffiths regarding permits and special use permit
I 0/04/17 L. J, Griffiths Consideration of communications regarding permits and agencies, 0.30 including strategy regarding same; Provide comments
11/04/17 L. J. Griffiths Communications regarding status and strategy regarding permits o.~q
11/04/17 M. S. Laugesen Review final form of B. Bando1s email to di JI ill a regarding asset 1.20 listing; Review email from s. Singh regarding parks use permit and special use permit issued by Ministry of Forestry Lands and Natural Resources; Email to B. Bando regarding parks permit/special use permit, and follow up regarding posslbi lity of obtaining blanket extension from MOE on all outstanding permits; Email with S. Singh regarding blanket MEM extension; Emails from B. Bando; Call from R. Jaipargas
11/04/17 S, Singh Telephone call with M. Leeson (FLNRO) regarding Special Use Permit; 0.50 Correspondence with M. Laugesen and B. Brando
lid Bennett Jones
May 17, 2017 Page 3
Client: Invoice No.:
332
029736,00029 1174738
Date Lawyer Description Hours
12/04/17 M. S. Laugesen Email and call with B, Bando regarding request by for 1.60 exclusivity; Review email from 8, Sando and draft Exclusivity '
Agreement, along with email exchange from coimsel t and WestFace; Call with B, Sando; Email to B, Sando with comments on draft Exclusivity Agreement; Review further emails from B. Sando; Calls and emails with S. Singh regarding status of park access permits
13104117 M. S. Laugesen Call to R, Jaipargas; Prepare for and attend at a conference call with B. 1.70 Bando and P. Panet; Follow up call with B. Sando; Lengthy call from R. Jaipargas; Call with S. Singh to discuss status of parks use permit · (special use permit), possiblllty of obtaining blanket extension for all MEM and MOE permits, and instructions to her on review of status of First Nations filings, etc. in place between Chieftain and First Nations; Review email from S, Singh regarding parks use permit and special use permit, and forward to B. Bando
13/04/17 S. Singh Telephone call with FLNRO regarding Special Use Permit; Telephone 2.20 call and correspondence with L. Cote (MOE) regarding Parks Permit; Reviewing BC Parks Permit; Correspondence with M. Laugesen; Reviewing and drafting preliminary summary of public information for relationship between Chieftain Metals and local First Nation
14/04/17 M. S. Laugesen Review email from S. Singh regarding Chieftain relations with Taku 0.30'· River Tlingit First Nation and forward same to B. Sando ·,'!
15/04/17 S. Singh Correspondence with M. Laugesen and 8, Bando regarding permitting 0.30
15/04/17 M. S. Laugesen Review emails from B. Bando and B. Armstrong relating to pending 0.90 reporting and other obligations; Review and respond to emall from B. Bando regarding special use permit, parks use permit, and First Nations matters; Review etliliiila8ando and P. Panet regarding exclusivity arrangements with Email to B. Bando; Review email from B. Bando regarding special use permit, parks use permit, and First Nations matters; Email from R, Jalpargas; Further email from B. Bando
17/04/17 M. S. Laugesen Numerous emails and calls with B. Sando and S. Singh regarding 1.60 permits, pending permit expiration dates, and related filings; Review emails from B. Armstrong and attachments regarding crown grant payments; Emails with B. Bando regarding MX bonds, and email to s. Singh regarding same; Emails and discussions with S. Singh regarding additional information on bonds posted in support ofMX permits; Review email from B. Bando and attached TRTFN Milestone Agreement and TRTFN Letter of Intent; Further emails with S, Singh and 8, Bando
17/04/17 S. Singh Telephone call with L. Eagle regarding First Nations issues; 1.40 Correspondence with D. Flynn (MEM) regarding MX security bonds; Correspondence with B. Brando and M. Laugesen regarding MX permits and B. Armstrong email; Reviewing First Nations documents from 8. Brando
" 18/04/17 M, S. Laugesen Emails with S. Singh regarding permits, First Nations, and other 0.6p.
outstanding matters
b11Bennett Jones
May 17, 2017 Page4
Client: Invoice No.:
333
029736.00029 1174738
1
Date Lawyer Description Hours
18/04117 S. Singh Correspondence with MEM regarding MX permit bonds; 0.30 Correspondence with M. Laugesen
19/04/17 M. S. Laugesen Emails with B. Bando regarding parks use permits, special use permits, 1.70 and expiry of permits generally; Review follow up emails from B. Bando, B. Armstrong, and S. Singh; Review revised Exclusivity Agreement, and discussions with B. Banda and R. Jairpargas regarding same; Review email from B. Armstrong and excel spreadsheet listing Chieftain mineral claims, "good to" dates, and annual work commitments; Further email from B. Bando
19/04/17 S. Singh Correspondence with M. Laugesen; Correspondence with E. Armstrong 0.30 (MEM) regarding MX bonds
20/04117 S. Singh Telephone caJI with E. Armstrong; Correspondence with B. Brando and 0.50 M. Laugesen
20/04/17 M. S. Laugesen Review email from B. Armstrong regarding special use permits and 3.00 parks use permits; Email from S. Singh with her comments on parks use permits and special use permit, and !:\ppllcation of ordet· to prevent termination of such permits; Emails with B. Bando regarding information on permits provided by B. Armstrong and request for instructions from him to follow up; Email to S. Singh regarding provisions of court order; Emails with S, Singh and B. Bando following up on additional information from B. Armstrong; Review email from P. Panet and amended term sheet; Review email from R. Jaipargas and attached emails from H. Murray and documents relating to "Plasco option"; Call with R. Jalpargas; Email to P. Panel, R. Jaipargas and B. Bando; Email to B. Bando on Exclusivity Agreement, and need to remove parties from dataroom who are all'eady in the dataroom; Email to B. Bando regarding changes to Exclusivlty Agreement; Call with R. Jalpargas; Call to B, Bando; Lengthy call with R. Jaipargas; Calls with R. Jaipargas and B. Bando regarding changes to Exclusivity Agreement, and follow up emails with P. Panet, R. Jaipargas, and B. Bando regarding same; Emails from P. Panet regarding parties who still have access to dataroom; Email 11.,
from B. Bando
21/04/17 M, S. Laugesen Numerous calls and emails throughout the day with R. Jaipargas and B. 3.50 Bando regarding Exclusivity Agreement, term sheet, "Plasco option"; Emails with P. Panet and M. Wheeler regarding proposed changes to Exclusivity Agreement; Call with R. Jaipargas; Call with B, Bando; Review email from M. Wheeler; Email from P. Panet regarding Exclusivity Agreement; Discussions with R. Jaipargas regarding term sheet and "Plasco option"; Call to S. Zweig to instrnct him on review of "Plasco option" and request for his comments on same; Review emails from P. Gallardo, R. Jaipargas, G, McLellan, and B. Bando regarding management claim for severance against D&O policy; Email from P. Panet regarding willingness to accept changes made to Exclusivity Agreement by M. Wheeler; Review email from S. Zweig with comments on term sheet and "Plasco option"; Review email from H. Murray and voluminous attachments regarding "Plasco option"; Review amended terms of term sheet
I.ill Bennett Jones
May 17, 2017 Page 5
Client: Invoice No,:
334
029736,00029 1174738
Date Lawyer Description Hours
21/04/17 S. Fl. Zweig
23/04/17 M. S, Laugesen
23/04/17 S. Singh
24/04/17 S. Singh
24/04/17 S. H, Zweig
24/04/17 M. S, Laugesen
25/04/17 M. S. Laugesen
Discussion with M. Laugesen regarding proposed transaction and potential implementation issues; Reviewing draft Term Sheet, various emails and Plasoo documents; Considering same, and drafting email to M. Laugesen outlining potential issues
Calls and emails with R. Jaipargas
Correspondence with B. Brando and M. Laugesen regarding regulatory matters
Reviewing First Nations material in the data room; Correspondence with B, Brando and M. Lauguesen regarding permits matrix and outstanding issues
Discussion with M. Laugesen regarding potential transaction and issues related thereto
Complete review of term sheet; Complete review of Plasco documentation and summary email regarding facts and issues in Plasco and its application to current receivership pl'oceedings from H, Murray; Prepare notes on pros and cons of possible use of Plasco structure; Prepare notes on proposal proceedings in context of credit bid for shares of CMI; Discussions with B, Bando regarding status of CMI's efforts to deal with First Nations matters; Emails with S. Singh regarding First Nations Issues and transfer of permits; Emails with R. Jaipargas and B. Bando regarding status of execution of Exclusivity Agreement and term sheet; Prepare for and attend at lengthy conference call with B. Bando and R. Jalpargas; Call from B. Bando regarding First Nations matters; Call to S. Singh; Follow up emails with B. Bando and R. Jalpargas regarding conference call with P. Panet and facts and issues to be addressed on that call
Emails with R. Jaipargas, P. Panet, and B. Bando regarding conference call among WestFace, Grant Thomton, and lawyers to discuss outstanding Issues and strategy; Call from R. Jaipargas regarding Exclusivity Agreement and Term Sheet; Call from R. Jaipargas regarding Plasco versus BIA Proposal options; Emails with B. Bando regarding executed Exclusivity Agreement and dealings with parties already in the dataroom; Review amended Exclusivity Agreement and email to B, Bando regarding execution of same; Emails with B. Bando regarding ability of outside parties to add or delete documents in dataroom; Emails with B. Bando regarding suggested response for dealing with third parties inquiring about exclusivity arrangements or wishing to undertake continue or new due diligence; Review notes regarding status of Chieftain's efforts to deal with First Nations issues (part of consideration of decision to implement share sale versus asset sale strategy); Lengthy call with S, Singh regarding First Nations and permit transfer matters, and instructions to S, Singh to undertake further review of status of First Nations matters in context of Chieftain proceedings
3.30
0.70
0.20
1.80
0.30
4.60
2.70
Iii.I Bennett Jones
May 17, 2017 Page 6
Client.: Invoice No.:
335
029736.00029 1174738
Date Lawyer Description II ours
25/04/17 S, Singh Telephone call with M. Laugesen; Correspondence with E. Armstrong 3.60 (MEM); Reviewing First Nation data room materials; Drafting correspondence regarding asset/sale purchase considerations
26/04/17 M. S, Laugesen Review lengthy email from S, Singh setting out the results of her review 3.20 of the status of First Nations permits, duty to consult, LOU, overall relationship with TRTFN, etc.; Email to R. Jalpargas regarding executed Term Sheet; Review final executed Term Sheet and compare with previous version for changes; Review final executed copy of Exclusivity Agreement; Prepare Agenda and notes for call tomorrow with West Face and Its counsel; Further consideration of share purchase versus asset purchase and related issues regarding permit transfers and First Nations matter, Plasco structure versus BIA structure, pl'Oposal terms and cqndltlons, timing of court attendances, timing of subsequent court attendances to deal with outstanding issues at ta! lend; Sequencing of key events and key steps during exclusivity period and need for receiver's assistance/involvement regarding same; Email to B. Bando with suggested issues for discussion; Emails with B, Bando and S. Singh regarding call with Grant Thornton tomorrow
27/04/17 M. S. Laugesen Email from S, Singh; Review email from J. Kwon and attached email 2.50 and Commitments Table and Permits Matrix from P. Armstrong; Review emails from B. Bando regarding role being undertaken by K. Boyle in Augusta/Titan; Prepare for and attend at conference cal1 with P. Panet, R, Jaipargas, J, Krieger, and B. Bando; Lengthy follow up discussion with R. Jaipargas
27/04/17 S. Singh Telephone call with M. Laugesen regarding FN matters; Correspondence 0.40 from J, Kwon; Correspondence wlth M. Laugesen
28/04/17 M. S. Laugesen Emails with S. Singh regarding charts prepared by B. Armstrong of 3.40 Commitments and Permits; Small to S. Singh; Email from R. Jaipargas; Lengthy call from R, Jaipargas; Prepare for and attend at conference call with H. Murray, R. Jaipargas, and E. Marcus; Follow up discussions with R. Jaipargas; Email to B. Bando; Emails with B. Bando regarding with K, Boyle's duel role as an employee of the receiver and an employee of
••• ; Email to S, Singh to instruct her on review of charts prepared by B. Armstrong; Discussions with K. Hane regarding preparation of Share Purchase Agreement in credit bid; Further call with R. Jaipargas; Email to S. Singh and L. Griffiths regarding completion by Ministry of its review and alleged potential impact on local fishery in pending report; Calls and emalls with S. Singh and L. Griffiths regarding same; Review email from H. Murray and proposed indicative timellne, and checklist of dcouments, responsibility, etc.; Prepare notes on timeline, outstanding issues, etc,; Emails with B. Bando
29/04/17 M. S. Laugesen Review email from S. Singh regarding Aquatic Ecological Risk 0,90 Assessment and her discussions with MOE and efforts to engage Jn a dialogue with MEM; Emails from L, Griffiths; Review email from H. Murray; Emal! from R. Jaipargas; Review Charts of Permits, etc. prepared by B. Armstrong, prepare comments on same, and emails with S. Singh, J. Kwon, and B. Bando regarding such charts
blJBennett Jones
May 17, 2017 Page 7
Cl.ient: Invoice No.:
336
029736.00029 1174738
Date Lawyer Description Hours
30/04/17 M. S. Laugesen Email to B. Bando regarding update from S. Singh on her discussions with MOE and her attempted discussions with MEM regarding Aquatic Ecological Risks Assessment report and related matters; Email to L. Griffiths; Email from B, Bando; Review email from S. Singh and attached emails between her and F. Devine regarding storage of Chieftain assets at Atlln Airport; Review email from J. Kwon with comments on cha11s and permits, etc. prepared by B. Armstrong
Total Hours Professional Services $
0.60
56.20 39,398.50
Timekeeper Hours Rate M. S, Laugesen L. J. Griffiths S, I-I. Zweig S. Singh
Other Charges Printing Charges Photocopy Charges
38,80 0.50 3.60
13.30
$ 825.00 970.00 680.00 335.00
$ 50.75 0.75.
Total Other Charges $ 5:1.50 · ---'--~~-_;,..;;...;~
Rose Lindberg Commercial/Financial $180 32.5 5850.00 Services Paralegal -
Corporate
Rose Lindberg Commercial/Financial $240 0.5 120.00 Services Paralegal -
Corporate
Lori Neilson Corporate Searcher $225 0.2 45.00
TOTAL 218918
WSLEGAL\029736\00029\l 8002906v4
Court File No. CV-16-11511-00CL
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
WSLEGAL \029736\00029\18002906v4
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceeding commenced at Toronto
AFFIDAVIT OF DANISH AFROZ
BENNETT JONES LLP One First Canadian Place Suite 3400, P.O. Box 130 Toronto, Ontario M5X 1A4
Mark S. Laugesen (LSUC #32937W) Tel: 416.777.4802
Counsel to the Receiver, Grant Thornton Limited
w w \C
340
CONFIDENTIAL APPENDIX "1"
341
CONFIDENTIAL
342
CONFIDENTIAL APPENDIX "2"
343
CONFIDENTIAL
TABC . '
THE HONOURABLE
JUSTICE
BETWEEN:
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
)
)
)
WEST FACE CAPITAL INC., as agent
and
CHIEFTAIN METALS INC. AND CHIEFTAIN METALS CORP.
FRIDAY, THE 2ND
DAY OF JUNE, 2017
Applicant
Respondents
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND
SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
ORDER
THIS MOTION, made by Grant Thornton Limited, in its capacity as receiver (the
"Receiver"), without security, of all of the assets, undertakings, and properties (collectively, the
"Property") of Chieftain Metals Inc. and Chieftain Metals Corp. (together, the "Companies" or
"Chieftain"), was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the pre-filing report of Grant Thornton Limited as proposed receiver of
Chieftain dated August 30, 2016 (the "Pre-filing Report"), the first report of the Receiver dated
May 26, 2017 (the "First Report"), the Affidavit of Jonathan Krieger sworn May 25, 2017, the
Affidavit of Danish Afroz sworn May 26, 2017, and the Factum of the Receiver dated May 26,
2017, and on hearing the submissions of counsel for the Receiver and such other counsel as were
WSLEGAL\029736\00029\J 7959797v4
344
2
present, no one appearing for any other person on the Service List, despite being served as apparent
from the Affidavit of Service of• sworn •.
1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion
Record is hereby abridged and validated so that this Motion is properly returnable today and hereby
dispenses with further service thereof.
2. THIS COURT ORDERS that the Pre-filing Report and the activities of the proposed
receiver described therein be and are hereby approved.
3. THIS COURT ORDERS that the First Report and the activities of the Receiver described
therein be and are hereby approved.
4. THIS COURT ORDERS that the Receiver's interim statement of receipts and
disbursements appended as Appendix 4 to the First Report be and is hereby approved.
5. THIS COURT ORDERS that Confidential Appendices 1 and 2 to the First Report be and
are hereby sealed pending further Order of the Court and shall not form part of the public record.
6. THIS COURT ORDERS that the fees and disbursements of the Receiver and its counsel
as described in the Affidavit of Jonathan Krieger, sworn May 25, 2017, and the Affidavit of Danish
Afroz, sworn May 26, 201 7, be and are hereby approved.
7. THIS COURT ORDERS that (a) the Receiver be and is hereby authorized to file a
proposal under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended, in respect of
one or both of the Companies, (b) Grant Thornton Limited be and is hereby authorized to act as
proposal trustee in connection with any such proposal, and ( c) Grant Thornton Limited be and is
hereby authorized to retain Bennett Jones LLP as its legal counsel in connection with any such
proposal.
WSLEGAL\029736\00029\l 7959797v4
345
3
8. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States to give
effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order.
All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to
make such orders and to provide such assistance to the Receiver, as an officer of this Court, as
may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in
carrying out the terms of this Order.
WSLEGAL\029736\00029\ 17959797v4
346
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C. 43, AS AMENDED
WSLEGAL\029736\00029\l 7959797v4
Court File No. CV-16-11511-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER (June 2, 2017)
BENNETT JONES LLP 3400 One First Canadian Place Toronto, ON M5X 1A4
Mark Laugesen (LSUC#: 32937W) Tel: (416) 777-4802 Fax: (416) 863-1716
Lawyers for the Receiver, Grant Thornton Limited
w ~ -.....)
Court File No. CV-16-11511-00CL
IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED; AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, C. C. 43, AS AMENDED
WSLEGAL \029736\00029\I 8008 l 92v I
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
MOTION RECORD (Returnable: June 2, 2017)
BENNETT JONES LLP 3400 One First Canadian Place Toronto, ON M5X 1A4
Mark S. Laugesen (LSUC #3293 7W) Tel: 416-777-4802 Fax: 416-863-1716
