Tahera Diamond Corporation - Benachee Resources Inc.
CCAA Filing Information
Page last updated: January 28, 2010
This page is for information purposes only. You should consult your professional advisor if you have any questions or are uncertain as to your rights and obligations.
A. Farber & Partners Inc. Appointment
On December 12, 2008, A. Farber & Partners Inc. replaced PricewaterhouseCoopers Inc. (“PWC”) as Court-appointed Monitor of Tahera Diamond Corporation (“Tahera”) and its wholly owned subsidiary Benachee Resources Inc., (“Benachee”) (collectively the “Applicants” or the “Companies”).
Materials and information relating to the period before December 12, 2008 (including Monitor Reports from the First to the Ninth) can be found on the PWC website at:
Materials and information relating to the period from and after December 12, 2008 are set out below and will be updated when such materials and information become available.
Background
On January 16, 2008, the Companies made an application under the Companies’ Creditors Arrangement Act (the “CCAA”) and an initial order (the “Initial Order”) was granted by the Honourable Mr. Justice Spence of the Ontario Superior Court of Justice. PWC was appointed as monitor (“Monitor”). The proceedings commenced under the CCAA will be referred to herein as the “CCAA Proceedings”.
Status of File as at January 28, 2010
- Due to termination of the Plan Sponsorship Agreement by the Plan Sponsor (both as defined in the Monitor’s Seventh Report), the Companies’ consequent inability to complete a plan of arrangement under the CCAA Proceeding and diminishing cash reserves, during late November 2008 the Companies and PWC as Monitor at the time, engaged in discussions with the Department of Indian and Northern Affairs Canada (“INAC”), regarding the possibility of INAC’s Intervention (as defined in the Monitor’s Eighth Report ) at the Jericho Mine (“Mine”). As a result of those discussions and the motion heard on December 12, 2008, the Intervention has now occurred.
- On December 12, 2008, the Court granted an Order that among other matters provides: (i) that commencing December 13, 2008 at 12:01 a.m. the Crown and its agent Deloitte & Touche Inc., are authorized, pursuant to an Intervention for the ongoing care and maintenance of the Mine site, to utilize any of the Applicants’ supplies, chattels, machinery or equipment including all fuel or supplies at no cost, pending further Order of the Court; (ii) for the appointment of A. Farber & Partners Inc. as Monitor in place of PWC; (iii) for the appointment of 2192640 Ontario Inc. (Mr. Andrew Gottwald) as Chief Restructuring Officer (“CRO”) and that the Applicants retain Champco Capital Corp as advisor for the purpose of assisting the CRO and the Applicants in the performance of their duties and the consideration of any plan of arrangement, to the extent needed; and (iv) for the extension of the Stay Period to January 23, 2009.
- During the Stay Extension to January 23, 2009 the Companies and its advisors will be working to evaluate and explore strategic alternatives not explored to date, and report on same to the Court.
- A Motion (material posted below) is scheduled to be heard on January 23, 2009 regarding, among other matters, the Stay Extension.
- On January 23, 2009, the Court granted an Order for the extension of the Stay Period to February 27, 2009 while the Companies and its advisors continue to explore interested party proposals in utilization of tax losses or restarting the mine.
- On February 26, 2009, the Court granted an Order for, among other things, the extension of the Stay Period to March 6, 2009 to allow more time for the Company and its advisors to negotiate with potential bidders, who have provided letters of intent, for the purpose of reaching a definitive purchase agreement, as well as to arrange for additional financing for the CCAA Proceeding.
- On March 6, 2009, the Court granted an Order for approval and confirmation of a Letter of Intent which is the culmination of the Current Marketing Process, a DIP financing arrangement and an extension of the Stay Period to May 29, 2009.
- On April 28, 2009, the Court granted an Order approving a CBCA Arrangement Agreement dated April 19, 2009 between Tahera, Benachee and the AG Growth Income Fund and the transaction contemplated therein (hereinafter "AG Transaction"). The AG Transaction has been structured by the Applicants so that no creditor of the Applicant is prejudiced and additional financing is secured to provide improved prospects for re-opening the Jericho Mine for the benefit of all stakeholders including the creditors, as it may permit the Applicants to put forward a CCAA Plan. In summary, the AG Transaction provides funding and time to move forward with the ultimate goal of a potential re-start or sale of the Jericho Mine. In addition, on April 28, 2009, the Court approved a Letter Agreement, pursuant to which Tahera engaged Cormark Securities Inc. as its financial advisor in connection with a potential transaction involving an equity or debt financing and/or direct or indirect sale or disposition of the Jericho Mine. Please refer to the motion materials below dated April 28, 2009 and the Monitor's Fourth Report for further background information on the AG Transaction.
- On May 8, 2009, the Court granted an extension of the Stay Period to June 30, 2009 in order to provide the Companies with additional time required to obtain approval of the AG Transaction and take the appropriate steps to maximize value for the creditors.
- On June 3, 2009, the Court granted an Order approving the Arrangement set out in the CBCA Plan of Arrangement relating to the AG Transaction. Set out below is the Court Order dated June 3, 2009 with the CBCA Plan of Arrangement reflecting the AG Transaction attached thereto (as well as a copy of the Monitor’s Certificate in support of same).
- On June 17, 2009, the Court granted an extension of the Stay Period to September 30, 2009 as well as a request to discharge the current CRO in these CCAA proceedings and appoint 2208932 Ontario Inc. as the new CRO. Funding and time are now provided to continue efforts to achieve the ultimate goal of a potential re-start of the Jericho Mine.
- On September 24, 2009, the Court granted an extension of the Stay Period to December 10, 2009 to allow additional time for the completion of mining and business plans to support efforts to complete a potential transaction to re-open the Jericho Mine and in turn prospects for filing and completion of a CCAA Plan with creditors.
- On December 9, 2009, the Court granted an extension of the Stay Period to March 31, 2010 to allow the Companies and their advisors to actively pursue a potential Transaction involving debt or equity financing and/or sale or disposition of the Jericho Mine. In addition, the Court authorized and approved a Purchase and Sale Agreement between Golden River Resources Corporation and Golden Bull Resources Corporation effective December 18, 2009, subject to a further supplementary Report from the Monitor as to the fairness and reasonableness of the consideration for that transaction (the "Golden River Transaction").
- On January 28, 2010, the Monitor filed a Supplementary Report to the New Monitor's Eighth Report pursuant to a Court endorsement dated December 18, 2009 relative to the fairness and reasonableness of the consideration provided for in the Golden River Transaction. A copy of the Supplementary Report to the New Monitor's Eighth Report can be viewed below.
Proposed Sales Process
A motion is being brought by the Companies returnable on January 15, 2010 approving and authorizing a proposed sales process ("Sales Process"). This Sales Process contemplates the marketing and solicitation of offers for the purchase of the Companies' assets in particular the Jericho Mine. Terms and conditions include the requirement that interested parties submit offers in a prescribed form by no later than March 1, 2010. Please review the Motion material returnable January 15, 2010 and the Monitor's Ninth Report posted below.
On January 15, 2010, the Court approved the Sales Process for the marketing and solicitation of offers for the purchase of the Companies' assets, in particular the Jericho Mine. For information about this opportunity and the terms and conditions of the Sales Process, please visit http://www.jerichodiamonds.ca/.
Monitor’s Reports
- New Monitor’s First Report, dated January 19, 2009
- New Monitor's Second Report, dated February 23, 2009
- New Monitor's Third Report, dated March 4, 2009
- New Monitor's Fourth Report, dated April 24, 2009
- New Monitor's Fifth Report, dated May 4, 2009
- New Monitor's Sixth Report, dated June 15, 2009
- New Monitor's Seventh Report, dated September 22, 2009
- New Monitor's Eighth Report, dated December 7, 2009
- New Monitor's Ninth Report, dated January 12, 2010
- Supplementary Report to the New Monitor's Eighth Report, dated January 28, 2010
Orders
- Order of Justice Morawetz (stay extension), dated December 9, 2009
- Order of Justice Morawetz (stay extension), dated September 24, 2009
- Order of Justice Morawetz (stay extension and CRO replacement), dated June 17, 2009
- Order of Justice Morawetz (approval of Arrangement), dated June 3, 2009
- Monitor's Certificate, dated June 3, 2009
- Order of Justice Morawetz (stay extension), dated May 8, 2009
- Order of Justice Morawetz (CBCA Arrangement), dated May 8, 2009
- Order of Justice Morawetz (approval of transaction), dated April 28, 2009
- Order of Justice Morawetz (approval of letter agreement), dated April 28, 2009
- Order of Justice Morawetz, dated March 6, 2009
- Order of Justice Morawetz, dated February 26, 2009
- Order of Justice Morawetz, dated January 23, 2009
- Order Approving PWC Fees and Activities, dated January 23, 2009
- Order of Justice Morawetz, dated December 12, 2008
Motion Materials
- Notice of Motion (returnable January 23, 2009)
- Notice of Motion (returnable February 26, 2009)
- Notice of Motion (returnable March 6, 2009)
- Notice of Motion Part 1 (returnable April 28, 2009)
- Notice of Motion Part 2 (returnable April 28, 2009)
- Supplementary Motion Record (returnable April 28, 2009)
- Notice of Motion (returnable May 8, 2009)
- Notice of Motion (returnable June 17, 2009)
- Notice of Motion (returnable September 24, 2009)
- Notice of Motion (returnable December 9, 2009)
- Notice of Motion (returnable January 15, 2010)
