By order of the Honourable Justice Newbould dated february ... · file no. cv-15-l1070-oocl ontario...

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,s, Crowe SobermanT. Crowe Soberman Inc. Member Crawe Horwath International 2 St. Clair Avenue East, Suite 1100 Toronto, ON M4T 2T5 416.929.2500 416.929.2555 Fax www.crowesoberman.com INSTRUCTION LETTER FOR THE CLAIMS AGAINST ASIA NOW RESOURCES CORP. A. Claims Process By order of the Honourable Justice Newbould dated february 24, 2016 (the “Claims Procedure Order”), the Ontario Superior Court of Justice approved a claims procedure for determining claims against Asia Now Resources Corp. (the “Claims Procedure”). This letter provides instructions for responding to or completing the Proof of Claim enclosed herewith. Defined terms which are not defined herein shall have the meaning ascribed thereto in the Claims Procedure Order. A copy of the Claims Procedure Order enclosed herewith and can be 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 inconsistency between the terms of this letter and the terms of the Claims Procedure Order, the terms of the Claims Procedure Order will govern. The Claims Procedure is intended for any party asserting a Claim against Asia Now Resources Corp. If you have any questions regarding the Claims Procedure, please contact Crowe Soberman Inc., in its capacity as the Court-appointed receiver and manager of Asia Now Resources Corp. (the “Receiver”) at the address provided below. All inquiries with respect to the Claims Procedure should be addressed to: The Receiver c/o 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) 416-963-7133 fax: (416) 416-929-2555 Email: joshua. samson@crowesoberman. corn 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 a Proof of Claim with the Receiver. Proofs of Claim for all Claims must be received by 5:00p.m. (Eastern Standard Time) on March 23, 2016 (the “Claims Bar Date”).

Transcript of By order of the Honourable Justice Newbould dated february ... · file no. cv-15-l1070-oocl ontario...

Page 1: By order of the Honourable Justice Newbould dated february ... · file no. cv-15-l1070-oocl ontario superior court of justice (commercial list) the honourable) wednesday, the 74th

,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”).

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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

Email

___________________________________________

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

Email

_______________________________

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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