By order of the Honourable Justice Newbould dated february ... · file no. cv-15-l1070-oocl ontario...
Transcript of By order of the Honourable Justice Newbould dated february ... · file no. cv-15-l1070-oocl ontario...
,s, Crowe SobermanT. Crowe Soberman Inc.Member Crawe Horwath International
2 St. Clair Avenue East, Suite 1100Toronto, ON M4T 2T5416.929.2500416.929.2555 Faxwww.crowesoberman.com
INSTRUCTION LETTER FOR THE CLAIMS AGAINSTASIA NOW RESOURCES CORP.
A. — Claims Process
By order of the Honourable Justice Newbould dated february 24, 2016 (the “Claims ProcedureOrder”), the Ontario Superior Court of Justice approved a claims procedure for determiningclaims against Asia Now Resources Corp. (the “Claims Procedure”).
This letter provides instructions for responding to or completing the Proof of Claim enclosedherewith. Defined terms which are not defined herein shall have the meaning ascribed thereto inthe Claims Procedure Order. A copy of the Claims Procedure Order enclosed herewith and canbe obtained from the Receiver’s website at http://www.crowesoberman.com/insolvency/engagements/asia-now-resources-corp/.
Please note that this letter is intended as a guide only, and that in the event of any inconsistencybetween the terms of this letter and the terms of the Claims Procedure Order, the terms of theClaims Procedure Order will govern.
The Claims Procedure is intended for any party asserting a Claim against Asia Now ResourcesCorp. If you have any questions regarding the Claims Procedure, please contact CroweSoberman Inc., in its capacity as the Court-appointed receiver and manager of Asia NowResources Corp. (the “Receiver”) at the address provided below.
All inquiries with respect to the Claims Procedure should be addressed to:
The Receiverc/o Crowe Soberman Inc.the Court-appointed Receiver of Asia Now Resources Corp.2 St. Clair Avenue East, Suite 1100Toronto, Ontario M4T 2T5
Attention: Joshua SamsonTel: (416) 416-963-7133fax: (416) 416-929-2555Email: joshua. [email protected]
B. — For Claimants Submitting a Proof of Claim
If you believe that you have a Claim against Asia Now Resources Corp., you will have to file aProof of Claim with the Receiver.
Proofs of Claim for all Claims must be received by 5:00p.m. (Eastern Standard Time) onMarch 23, 2016 (the “Claims Bar Date”).
j, Crowe SobermanT. Crowe Soberman Inc.Member Crowe Horwath International
2 St. Clair Avenue East, Suite 1100Toronto, ON M4T 2T5416.929.2500416.929.2555 Faxwww.crowesoberman.com
Additional Proof of Claim forms and a copy of the Claims Procedure Order can be found on theReceiver’s website at http ://www.crowesoberman.comlinsolvency/engagements/asia-nowresources-corp/ or obtained by contacting the Receiver at the address indicated above andproviding particulars as to your name, address, facsimile number and e-mail address. Once theReceiver has this information, you will receive, as soon as practicable, additional Proof of Claimforms.
Failure to file your Proof of Claim so that it is received by the Receiver by the Claims BarDate wi]1 result on your claim being barred and extinguished and you will be precludedfrom receiving any distributions on account of such Claim.
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PROOF OF CLAIM FORM FOR CLAIMS AGAINST
ASIA NOW RESOURCES CORP. (the “Debtor”)
1. (a) Original Claimant (the “Claimant”)
Legal Name of Claimant
_________________________
Name of Contact
_____________________________
Address Title
______________________________________________
Phone #
______________________________________
Fax #
_____________________________________
City
______________
Prov/$tate
___________________________________________
Postal/Zip Code
______________________________
2. (b) Assignee, if claim has been assigned
Legal Name of Assignee
__________________________
Name of Contact
_______________________________
Address Title
______________________________________________
Phone #
______________________________________
Fax #
_____________________________________
City
_____________
Prov/State
_______________________________
Postal/Zip Code
______________________________
3. Amount of Claim
The Debtor was and still is indebted to the Claimant as follows:
Amount of Claim
Amount of Claim Unsecured Claim Secured Claim
____________________________
E
_____________________________
L
4. Documentation
Provide all particulars of the Claim and supporting documentation, including amount, anddescription of transaction(s) or agreement(s), or legal breach(es) giving rise to the Claim,including any claims assignment/transfer agreement or similar document, if applicable, andamount of invoices, particulars of all credits, discounts, etc claimed, description of the security,
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if any, granted by the affected Debtor to the Claimant and estimated value of such security. Theparticulars of the Claim are to be attached as Schedule “A”
5. Certification
I hereby certify that:
1. I am the Claimant or authorized representative of the Claimant.
2. I have knowledge of all the circumstances connected with this Claim.
3. The Claimant asserts this Claim against the Debtor as set out above.
4. Complete documentation in support of this claim is attached.
Signature: Witness:
(signature)Name:_______________________________________
(print)Title:________________________________________
Dated at this_____________ day of 2016
6. Filing of Claim
This Proof of Claim must be received by the Receiver on or before 5:00 p.m. (Eastern StandardTime) on March 23, 2016 by prepaid ordinary mail, registered mail, courier, personal deliveryfacsimile transmission or electronic transmission at the following address:
The Receiver
do Crowe Soberman Inc.
the Court-appointed Receiver of Asia Now Resources Corp.2 St. Clair Avenue East, Suite 1100
Toronto, Ontario M4T 2T5
Attention: Joshua Samson
Tel: (416) 416-963-7133Fax: (416) 416-929-2555Email: [email protected]
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file No. CV-15-l 1070-OOCL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE ) WEDNESDAY , THE 74th DAY
JUSTICE ) OF FEBRUARY, 2016
B’ETWEEN: 4\
CHINA GOLD PTE. LTD.
- and
Applicant
ASIA NOW RESOURCES CORP.Respondent
CLAIMS PROCEDURE ORDER
THIS MOTION, made by Crowe Sobennan Inc., in its capacity as the Court-appointed
receiver and manager (in such capacities, the “Receiver”) of the Respondent, Asia Now
Resources Corp. ( “Asia Now”), for an order approving a procedure for the determination and
resolution of claims filed against Asia Now, was heard this day at 330 University Avenue,
Toronto, Ontario.
ON READING the Third Report of the Receiver dated february 9, 2016 and the
appendices thereto (collectively, the “Third Report”), and on hearing the submissions of
counsel for the Receiver and those counsel on the Counsel Slip, no one appearing for any other
person on the service list, although properly served as appears from the affidavit of service of
Antoinette De Pinto sworn February 12, 2016, filed,
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DEFINITIONS
THIS COURT ORDERS that for the purposes of this Order, the following terms shall
have the following meanings:
(a) “9:30 Appointment” means an appearance before a Justice of the Court in
chambers which may be made at 9:30 a.m. on any juridical day;
(b) “Business Day” means a day, other than Saturday, Sunday or statutory holiday,
on which banks are generally open for business in Toronto, Ontario;
(e) “Claim” means any right or claim of any Person against Asia Now in connection
with any indebtedness, liability or obligation of any kind of Asia Now, whether
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, unsecured, present, future, known or
unknown, by guarantee, surety or otherwise and whether or not such right is
executory in nature, including the right or ability of any Person to advance a claim
for contribution or indemnity or otherwise with respect to any matter, action,
cause or chose in action, whether existing at present or commenced in the future
that could be asserted by way of set-off, counterclaim or otherwise, which
indebtedness, liability or obligation is based in whole or in part on facts existing
on or prior to the date of the Receivership Order;
(d) “Claimant” means any Person asserting a Claim against Asia Now;
(e) “Claims Bar Date” means 5:00 p.m. (Eastern Standard Time) on March 23,
2016;
(f) “Claims Package” means a package of information to be provided by the
Receiver, which package shall include a copy of this Order without attachments,
an Instruction Letter, a Proof of Claim and such other materials as the Receiver
may consider appropriate or desirable;
(g) “Claims Procedure” means the procedures outlined in this Order, including the
Schedules;
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(h) “Claims Procedure Order” means this Order;
(1) “Court” means the Ontario Superior Court of Justice (Commercial List);
(j) “Instruction Letter” means a letter to Claimants regarding the Claims Procedure
containing instructions regarding the completion and return of a Proof of Claim,
substantially in the form attached as Schedule “A” hereto;
(k) “Known Claimants” means:
(i) those Claimants which the books and records of Asia Now disclose were
owed monies by Asia Now as of the date of the Receivership and which
monies remain unpaid in whole or in part;
(ii) any Person which commenced a legal proceeding against Asia Now which
legal proceeding was commenced and served upon Asia Now prior to the
Receivership Order;
(iii) any other Claimant actually known to the Receiver as of tire date of this
Order;
(1) “Notice of Dispute” means a notice delivered to the Receiver by a Claimant
disputing a Notice of Revision or Disallowance, which notice shall be
substantially in the form attached hereto as Schedule “D” and shall set out the
reasons for the dispute;
(m) “Notice of Revision or Disallowance” means a notice informing a Claimant that
the Receiver has revised or disallowed all or any part of such Claimant’s Claim,
which notice shall be substantially in the form attached hereto as Schedule “C”
and shall set out the reasons for such revision and/or disallowance;
(ii) “Notice to Claimants” means the notice publicizing this Claims Procedure to be
published in accordance with this Order, substantially in the form of the notice
attached as Schedule “B”;
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to) “Person” means any individual, general or limited partnership, finn, association,
joint venture, trust, entity, corporation, limited or unlimited liability company,
unincorporated organization, trade union, pension plan administrator, pension
plan regulator, governmental authority or agency, employee or other association,
or any other juridical entity howsoever designated or constituted;
(p) “Proof of Claim” means the form of Proof of Claim to be completed and filed by
a Claimant setting forth its purported Claim, substantially ii; the form attached as
Schedule “A”;
(a) “Receiver” means Crowe Soberman Inc.;
(r) “Proven Claim” means the amount and classification of any Claimant’s Claim as
finally detennined in accordance with this Claims Procedure;
(s) “Receivership Order” means the Order made in these proceedings by the
Honourable Justice Newbould dated August 14, 2015;
(t) “Receiver’s Website” means
http :/Iwww. crowesobennan.cornlinsolvency/engagements/asia-now-resources
corp/.
RECEIVER’S ROLE IN CLAIMS PROCESS
2. THIS COURT ORDERS that the Receiver shall implement and oversee the claims
process provided for herein, and is hereby authorized and directed to take such steps as may be
necessary to implement and carry out the Claims Procedure.
3. THIS COURT ORDERS that the Receiver is authorized to use reasonable discretion as
to the adequacy of compliance with respect to the manner in which any forms delivered
hereunder are completed and executed and the time by which they are submitted and may, where
the Receiver is satisfied that a Claim has been adequately proven, waive strict compliance with
the requirements of this order, including in respect of the completion, execution and time of
delivery of such forms.
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NOTICE TO CLAIMANTS
4. THIS COURT ORDERS that the Receiver shall cause a Claims Package to be sent to
each Known Claimant within 5 business days of the date of this Order.
5. THIS COURT ORDERS that the Receiver shall cause the Notice to Claimants to be
placed in the Globe and Mail (National Edition) within 5 business days of the date of this Order.
6. THIS COURT ORDERS that within five (5) days following the date of this Order, the
Receiver shall cause a copy of the Claims Package to be posted on the Receiver’s website at
http://www.crowesoberman. comlinsolvency/engagements/asia-now-resources-corp/.
7. THIS COURT ORDERS that the Receiver shall cause a copy of the Claims Package to
be sent to any Person requesting such material as soon as practicable following such request.
8. THIS COURT ORDERS that the sending of the Claims Package to the Claimants and
the publication of the Notice to Claimants, in accordance with this Order, and the completion of
the other requirements of this Order, shall constitite good and sufficient service and delivery of
notice of this Order and the Claims Bar Date on all Persons who maybe entitled to receive notice
and who may wish to assert a Claim, and no other notice or service need be given or made and
no other document or material need be sent to or served upon any Person in respect of this Order.
SERVICE AND NOTICE
9. THIS COURT ORDERS that all references as to time herein shall mean local time in
Toronto, Ontario, Canada, and any reference to an event occurring on a Business Day shall mean
prior to 5:00 p.m. on such Business Day unless otherwise indicated herein, and any reference to
an event occurring on a day that is not a Business Day shall mean the next following day that is a
Business Day.
10. THIS COURT ORDERS that the Receiver may, unless otherwise specified by this
Order, serve and deliver or cause to be served and delivered the Claims Package, and any letters,
notices or other documents, to the Claimants or any other interested Person by forwarding true
copies thereof by prepaid ordinary mail, courier, personal delivery, facsimile transmission or
email to such Persons at the physical or electronic address, as applicable, last shown on the
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books and records of Asia Now or set out in such Claimant’s Proof of Claim. Any such service
and delivery shall be deemed to have been received: (1) if sent by ordinary mail, on the third
Business Day after mailing within Ontario, the fifth Business Day after mailing within Canada
(other than within Ontario), and the seventh Business Day after mailing outside Canada; (ii) if
sent by courier or personal delivery, on the next Business Day following dispatch; and (iii) If
delivered by facsimile transmission or email by 5:00 p.m. on a Business Day, on such Business
Day and if delivered after 5:00 p.m. or other than on a Business Day, on the following Business
Day.
11. THIS COURT ORDERS that any notice or communication required to be provided or
delivered by a Claimant to the Receiver under this Order shall be in writing in substantially the
fom, if any, provided for in this Order and will be sufficiently given only if delivered by prepaid
ordinary mail, courier, personal delivery, facsimile transmission or email addressed to:
The Receiver0/0 Crowe Soberman Inc.the Court-appointed Receiver of Asia Now Resources Corp.2 St. Clair Avenue East, Suite 1100Toronto, Ontario M4T 2T5
Attention; Joshua SamsonTel: (416) 416-963-7133fax: (416) 416-929-2555Email: joshua.sainsoncrowesobennan.com
‘C’FILING OF PROOFS OF CLAIM
12. THIS COURT ORDERS that Proofs of Claim for all Claims shall be filed with the
Receiver on or before the Claims Bar Date.
13. THIS COURT ORDERS that any Claimant who does not deliver a Proof of Claim in
respect of a Claim by the Claims Bar Date shall be forever barred from asserting such Claim
against Asia Now, such Claim shall be forever extinguished and the Claimant shall not be
entitled to receive distributions in respect of such Claim.
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DETERMINATION OF CLAIMS
14. THIS COURT ORDERS that the Receiver shall review each Proof of Claim received
by the Claims Bar Date and shall accept, revise or disallow the Claim no later than 5:00 p.m. on
Apr11 13, 2016 or such other time as the Receiver and China Gold Pte. Ltd. (“China Gold”) may
agree in writing or as this Court may order.
15. THIS COURT ORDERS that notwithstanding anything else in this Claims Procedure
Order, any Claim in excess of $100,000 dollars shall be accepted, revised or disallowed only
with the prior consultation with China Gold or as approved by this Court.
16. THIS COURT ORDERS that the Receiver may attempt to consensually resolve the
classification and amount of any Claim with the Claimant prior to accepting, revising or
disallowing such Claim.
17. THIS COURT ORDERS that if the Receiver determines to revise or disallow a Claim,
the Receiver shall send a Notice of Revision or Disallowance to the Claimant.
18. THIS COURT ORDERS that any Claimant who disputes the classification or amount of
its Claim as set forth in a Notice of Revision or Disallowance shall deliver a Notice of Dispute to
the Receiver by 5:00 p.m. on the day which is ten (10) days after the date of the Notice of
Revision or Disallowance is deemed received by the Claimant.
19. TillS COURT ORDERS that any Claimant who fails to deliver a Notice of Dispute by
the deadline set forth in paragraph 17 shall be deemed to accept the classification and the amount
of its Claim as set out in the Notice of Revision or Disallowance.
RESOLUTION OF CLAIMS
20. THIS COURT ORDERS that upon receipt of a Notice of Dispute, the Receiver may:
(a) Attempt to consensually resolve the classification and/or amount of the Claimwith the Claimant;
(b) Schedule a 9:30 Appointment with the Court for the purpose of scheduling amotion before a judge of this Court to resolve the Claim.
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NOTICE OF TRANSFEREES
21. THIS COURT ORDERS that if a Claimant or any subsequent holder of a Claim who
has been acknowledged by the Receiver as the holder of the Claim transfers or assigns that Claim
to another Person, the Receiver shall not be required to give notice to or to otherwise deal with
the transferee or assignee of the Claim as the holder of such Claim unless and until actual notice
of transfer or assignment, together with satisfactory evidence of such transfer or assignment, has
been delivered to the Receiver. Thereafter, such transferee or assignee shall, for all purposes
hereof, constitute the holder of such Claim and shall be bound by notices given and steps taken
in respect of such Claim in accordance with the provisions of this Order.
PROTECTION FOR RECEWER
22. THIS COURT ORDERS that in carrying out the terms of this Order;
(a) The Receiver shall have all of the protections given to it by the Receivership
Order and as an officer of this Court, including the stay of proceedings in its
favour;
(b) The Receiver shall incur no liability or obligations as a result of the carrying out
of the provisions of this Order;
(c) The Receier shall be entitled to rely on Asia Now’s books and records, and any
information provided by Asia Now, all without independent investigations; and
(d) The Receiver shall not be liable for any claims or damages resulting from any
errors or omissions in such books or records.
GENERAL
23. THIS COURT ORDERS that the Receiver may, at any time, and with such notice as
this Court may require, seek directions from this Court with respect to this Order, the Claims
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Procedure set out herein and the forms attached as Schedules hereto, including with respect to
the appointment of a claims officer if the Receiver deems it necessary or appropriate.
24. THIS COURT ORDERS AND REQUESTS the aid and recognition of any court of any
judicial, regulatory or administrative body in any province or territory of Canada (including the
assistance of any court in Canada) and the Federal Court of Canada and any judicial, regulatory
or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the
legislature of any province and any court or any judicial, regulatory or administrative body of the
United States of America, and of any other nation or state, to act in aid of and to be
complementary to this Court in canying out the terms of this Order.
IEDAT/I(SCAIT A TORONTO
LE / DANS LE REGISTRE NO:
FE8 Z4 2U16
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