LEGAL_34549726.1
Clerk’s Stamp
COURT FILE NUMBER
2001-07984
COURT
COURT OF QUEEN’S BENCH OF ALBERTA
JUDICIAL CENTRE OF
CALGARY
APPLICANTS:
IN THE MATTER OF THE COMPANIES’ CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, as amended
APPLICANTS
RESPONDENTS
DOCUMENT
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS DOCUMENT
AND IN THE MATTER OF A PLAN OF COMPROMISE OR
ARRANGEMENT OF NORTHERN SILICA CORPORATION,
HEEMSKIRK MINING PTY. LTD., CUSTOM BULK
SERVICES INC., HEEMSKIRK CANADA LIMITED,
HEEMSKIRK CANADA HOLDINGS LIMITED, and HCA
MOUNTAIN MINERALS (MOBERLY) LIMITED
QMETCO LIMITED and TAURUS RESOURCES NO. 2 B.V.
NORTHERN SILICA CORPORATION, HEEMSKIRK
MINING PTY. LTD., CUSTOM BULK SERVICES INC.,
HEEMSKIRK CANADA LIMITED, HEEMSKIRK CANADA
HOLDINGS LIMITED, and HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
APPLICATION
McMillan LLP
Suite 1700, 421 - 7 Avenue S.W.
Calgary, AB T2P 4K9
Phone: 403-531-4700
Fax: 403-531-4720
Attention : Adam Maerov
Phone: 403-215-2752
Email: [email protected]
Kourtney Rylands
Phone: 403-355-3326
Email: [email protected]
File No. 273913
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LEGAL_34549726.1
NOTICE TO THE RESPONDENT
This application is made against you. You are a respondent.
You have the right to state your side of this matter before the Court.
To do so, you must be in Court when the application is heard as shown below:
Date: September 11, 2020
Time: 10:00 am
Where: Calgary Courts Centre – Via Webex. Videoconference details are enclosed
as Appendix “A” to this Application
Before: The Honourable Justice D.B. Nixon
Go to the end of this document to see what you can do and when you must do it.
Orders Sought:
1. The Respondents, Northern Silica Corporation (“NSC”), Custom Bulk Services Inc. (“Custom
Bulk”), Heemskirk Canada Limited (“Heemskirk Canada”), Heemskirk Canada Holdings
Limited (“Heemskirk Holdings”), HCA Mountain Minerals (Moberly) Limited (“Moberly”) and
Heemskirk Mining Pty. Ltd., (“Heemskirk Australia”) (collectively referred to herein as the
“NSC Companies”) seek relief pursuant to the Companies’ Creditors Arrangement Act, RSC
1985, c C-36, as amended (the “CCAA”) as follows.
2. A sale approval and vesting order substantially in the form attached as Schedule “A” (the
“Approval and Vesting Order”) to the application filed concurrently with this affidavit, granting
certain relief, including:
(a) terminating the sales and investment solicitation process (“SISP”) approved by the July
27, 2020 Order of the Honourable Justice K.M. Horner (the “SISP Order”);
(b) declaring that the Stalking Horse Agreement (as defined in the SISP) (the “APA”) entered
into on July 21, 2020 between Custom Bulk, Heemskirk Canada, Heemskirk Holdings,
and HCA Moberly (the “Sellers”), as sellers, Vitreo Minerals Ltd. (the
“Stalking Horse Bidder”), as purchaser, and the Monitor, in respect of the assets
described therein (the “Purchased Assets”), is the Successful Bid (as defined in the
SISP);
(c) authorizing the NSC Companies and the Monitor to take all steps or actions necessary or
desirable to complete the closing of the Transaction contemplated by the APA, including
the execution of any other agreement, contract, deed, bill of sale, transfer or any other
document which could be required or be useful to give full and complete effect to the
APA;
(d) vesting the Purchased Assets in the name of the Stalking Horse Bidder, or its nominee,
free and clear of all Claims (as defined in the Approval and Vesting Order);
(e) extending the stay of proceedings (the “Stay Period”) up to and including November 27,
2020; and
(f) such further relief as this Court deems just.
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LEGAL_34549726.1
Basis for this Claim:
Background to CCAA Proceeding
3. The NSC Companies operate an integrated silica mining and transport business. The silica mining
component of the business takes place at mining faclilties near Golden, British Columbia (the
“Moberly Plant”). The transport component of the business takes place at a transloading facility
in Penhold, Alberta (the “Penhold Facility”).
4. On July 3, 2020, the Applicants, QMetco Limited (“QMetco”) and Taurus Resources No. 2 B.V.
(“Taurus” and together with QMetco, the “Secured Lenders”) applied for and were granted an
initial order in respect of the NSC Companies that commenced this CCAA proceeding.
5. The Secured Lenders granted secured loans to HCA Moberly, which have been guaranteed by the
other NSC Companies except for Custom Bulk. In addition to being a senior secured creditor of
the NSC Companies (except for Custom Bulk), Taurus is also a significant shareholder of NSC,
the ultimate parent company of the NSC Companies.
6. On July 10, 2020, the NSC Companies applied for and were granted the Initial Order, amending
and restating the initial order granted on July 3, 2020 (as amended and restated, the “Initial
Order”).
7. On July 27, 2020, the NSC Companies applied for and were granted the SISP Order that, inter
alia:
(a) approved the SISP and the SISP Procedures (as defined in the SISP); and
(b) approved the bid made by the Stalking Horse Bidder pursuant to the APA, approved the
APA and authorized the NSC Companies to execute the APA.
8. On July 27, 2020, the NSC Companies also applied for and were granted an order that, inter alia:
(a) approved the engagement of the Whitehorn Merchant Capital Inc. as sales agent (the
“Sales Agent”) and the granting of the Sales Agent Charge; and
(b) extended the Stay Period up to and including October 9, 2020.
SISP and Stalking Horse APA
9. The NSC Companies and the Sales Agent, with the assistance of the Monitor, have conducted
Phase I of the SISP. The results of Phase I of the SISP are summarized in the confidential
supplement to the third report of the Monitor filed in these proceedings (the “Confidential
Supplement”).
10. The results of Phase I of the SISP were reviewed by the Sales Agent who determined that there is
no reasonable prospect that any Qualified Non-Binding LOIs received will result in a Superior
Offer and recommended that the SISP be terminated.
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LEGAL_34549726.1
11. The SISP contemplates that if the SISP is terminated pursuant to the Sales Agent’s
recommendation, the Applicants shall promptly take steps to close the Transaction contemplated
by the APA.
12. The SISP:
(a) was approved by this Honourable Court;
(b) was fair and reasonable in the circumstances;
(c) was open, transparent and conducted in a professional manner; and
(d) was conducted with the participation, assistance and oversight of the Monitor and the
Sales Agent.
13. The Monitor and the NSC Companies’ used their reasonable best efforts and there is no
unfairness resulting from the termination of the SISP.
14. The APA and the transactions contemplated therein:
(a) provide fair and reasonable consideration for the property listed therein;
(b) are supported by the Secured Creditors;
(c) provide certainty of a timely closing and with limited closing risk, compared to extending
the SISP deadlines; and
(d) are more beneficial to the NSC Companies and their stakeholders than would be a sale or
disposition in a bankruptcy.
Extension of Stay of Proceedings
15. The Stay Period (as defined in the Initial Order) will expire on October 9, 2020.
16. Since the last stay extension was granted, the NSC Companies have acted in good faith and with
due diligence.
17. The granting of an extension of the Stay Period up to and including November 27, 2020 is
necessary and in the best interests of the NSC Companies and their stakeholders as it will allow
the NSC Companies to close the transactions contemplated by the APA. It will also allow the
Monitor to oversee additional wind-down activities.
33. No creditor will be prejudiced by the proposed extension of the Stay Period.
Affidavit or Other Evidence to be used in support of this application:
18. The Affidavit of Jerrad Blanchard, sworn on July 21, 2020.
19. The Affidavit of Jerrad Blanchard, sworn on September 3, 2020
20. The Affidavit of Service of David Tsumagari, filed.
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LEGAL_34549726.1
21. The Pre-Filing Report of the Monitor.
22. The First Report of the Monitor.
23. The Second Report of the Monitor.
24. The Third Report of the Monitor and the Confidential Supplement thereto.
25. Such further and other materials as counsel may advise and this Honourable Court may permit.
Applicable Acts and Regulations:
26. Busines Corporations Act, RSA 2000, c. B-9.
27. Companies’ Creditors Arrangement Act, RSC 1985, c C-36, as amended.
28. Judicature Act, RSA 2000, c J-2.
29. Rules of Court, Alta Reg 124/2010.
30. Such further and other acts and regulations as counsel may advise and this Honourable Court may
permit.
WARNING
If you do not come to Court either in person or by your lawyer, the Court may give the Applicant(s)
what they want in your absence. You will be bound by any order that the Court makes. If you want to
take part in this Application, you or your lawyer must attend in Court on the date and at the time
shown at the beginning of this form. If you intend to rely on an affidavit or other evidence when the
Application is heard or considered, you must reply by giving reasonable notice of the material to the
Applicant.
LEGAL_34549726.1
Appendix “A” – Webex Videoconference Information
(See Attached)
Virtual Courtroom 60 has been assigned for the following matter:
Date: Sep 04, 2020 10:00 AM
Style of Cause: COMPANIES CREDITORS ARRANGEMENT ACT v. NORTHERN SILICA
CORPORATION, 2001 07984
Presiding Justice: ROMAINE, J
Virtual Courtroom Link:
https://albertacourts.webex.com/meet/virtual.courtroom60
Instructions for Connecting to the Meeting
1. Click on the link above or open up Chrome or Firefox and cut and paste it into your browser
address bar.
2. If you do not have the Cisco Webex application already installed on your device, the site will
have a button to install it. Follow installation instructions. Enter your full name and email
address when prompted
3. Click on the Open Cisco Webex Meeting.
4. You will see a preview screen. Click on Join Meeting.
Key considerations for those attending:
1. Please connect to the courtroom 15 minutes prior to the start of the hearing.
2. Please ensure that your microphone is muted and remains muted for the duration of the
proceeding, unless you are speaking. Ensure that you state your name each time you
speak.
3. If bandwidth becomes an issue, some participants may be asked to turn off their video and
participate by audio only.
4. Note: Recording or rebroadcasting of the video is prohibited.
5. Note: It is highly recommended you use headphones with a microphone or a headset
when using Webex. This prevents feedback.
If you are a non-lawyer attending this hearing remotely, please complete this undertaking
located here: https://www.albertacourts.ca/qb/resources/announcements/undertaking-and-
agreement-for-non-lawyers
For more information relating to Webex protocols and procedures, please visit:
https://www.albertacourts.ca/qb/court-operations-schedules/webex-remote-hearings-protocol
LEGAL_34549726.1
Schedule “A” to Application
(See Attached)
LEGAL_34602241.1
COURT FILE NUMBER
2001-07984
Clerk's Stamp
COURT
COURT OF QUEEN’S BENCH OF
ALBERTA
JUDICIAL CENTRE
CALGARY
IN THE MATTER OF THE COMPANIES’
CREDITORS ARRANGEMENT ACT, RSC,
1985, c C-36, as amended
AND IN THE MATTER OF A PLAN OF
COMPROMISE OR ARRANGEMENT OF
NORTHERN SILICA CORPORATION,
HEEMSKIRK MINING PTY. LTD.,
CUSTOM BULK SERVICES INC.,
HEEMSKIRK CANADA LIMITED,
HEEMSKIRK CANADA HOLDINGS
LIMITED and HCA MOUNTAIN
MINERALS (MOBERLY) LIMITED
APPLICANTS
QMETCO LIMITED and TAURUS
RESOURCES NO. 2 B.V.
DEFENDANT
NORTHERN SILICA CORPORATION,
HEEMSKIRK MINING PTY. LTD.,
CUSTOM BULK SERVICES INC.,
HEEMSKIRK CANADA LIMITED,
HEEMSKIRK CANADA HOLDINGS
LIMITED and HCA MOUNTAIN
MINERALS (MOBERLY) LIMITED
DOCUMENT
APPROVAL AND VESTING ORDER
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS DOCUMENT
McMillan LLP
Suite 1700, 421 - 7 Avenue S.W.
Calgary, AB T2P 4K9
Phone: 403-531-4700
Fax: 403-531-4720
Attention : Adam Maerov
Phone: 403-215-2752
Email: [email protected]
Kourtney Rylands
Phone: 403-355-3326
Email: [email protected]
File No. 273913
2
LEGAL_34602241.1
DATE ON WHICH ORDER WAS PRONOUNCED: September 11, 2020
LOCATION WHERE ORDER WAS PRONOUNCED: Calgary, Alberta
NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice D.B. Nixon
UPON THE APPLICATION of Northern Silica Corporation (“NSC”), Heemskirk Mining Pty.
Ltd. (“Heemskirk Australia”), Custom Bulk Services Inc. (“Custom Bulk”), Heemskirk Canada Limited
(“Heemskirk Canada”), Heemskirk Canada Holdings Limited (“Holdings”) and HCA Mountain Minerals
(Moberly) Limited (“Moberly”) for an order approving the sale transaction and related matters (the
“Transaction”) contemplated by an asset purchase agreement (the “Sale Agreement”) among Moberly,
Custom Bulk, Heemskirk Canada, and Holdings as vendors (the “Vendors”), Vitreo Minerals Ltd. as
purchaser (the “Purchaser”) and Alvarez & Marsal Canada Inc., in its capacity as court-appointed Monitor
of the Vendors (the “Monitor”) dated July 21, 2020, and vesting in the Purchaser the Vendors’ right, title
and interest in and to the assets described in the Sale Agreement (the “Purchased Assets”);
AND UPON having read the Application, the Affidavit of Jerrad Blanchard sworn September 3,
2020 (the “Blanchard Affidavit”), filed, and the Affidavit of Service, filed;
AND UPON reading the third report of the Monitor dated September ______, 2020 (the “Third
Report”), the confidential supplement to the Third Report (the “Confidential Supplement”), the second
report of the Monitor dated July 22, 2020 (the “Second Report”), and the pleadings and proceedings herein,
including the Initial Order granted on June 30, 2020, as amended and restated on July 10, 2020 (the “Initial
Order”);
AND UPON hearing counsel for the Vendors, counsel for the Monitor, counsel for QMetco
Limited, Taurus Resources No. 2 B.V. and the Purchaser., and other counsel present;
IT IS HEREBY ORDERED AND DECLARED THAT:
SERVICE
1. Service of notice of this application and supporting materials is hereby declared to be good and
sufficient, no other person is required to have been served with notice of this application and time
for service of this application is abridged to that actually given.
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LEGAL_34602241.1
DEFINED TERMS
2. All capitalized terms not defined herein shall have the respective meanings ascribed to them in the
Sale Agreement.
EXTENSION OF STAY OF PROCEEDINGS
3. The Stay Period (as defined in the Initial Order) shall be and is hereby extended to and including
November 27, 2020 and all other terms of the Initial Order shall remain in full force and effect.
APPROVAL OF TRANSACTION
4. The Sale and Investment Solicitation Process (“SISP”) approved by Order of this Honourable Court
on July 27, 2020 is hereby terminated.
5. The Purchaser is hereby declared to be the Successful Bidder, (as defined in the SISP) and the Sale
Agreement is hereby declared to be the Successful Bid (as defined in the SISP). All other bids
submitted in the SISP are hereby rejected.
6. The Sale Agreement is hereby approved in its entirety. The Transaction is hereby approved, and
execution of the Sale Agreement by the Vendors and by any officer of the Vendors on behalf of the
Vendors is hereby authorized, ratified, confirmed and approved, with such minor amendments as
the Purchaser and the Vendors may deem necessary, with the consent of the Monitor. The Vendors
and any officer of the Vendors on behalf of the Vendors are hereby authorized and directed to take
such additional steps and execute such additional agreements, contracts, deeds, bills of sale,
transfers, or any other document as may be necessary or desirable for completion of the Transaction
and conveyance of the Purchased Assets to the Purchaser (or its nominee) without any corporate or
other approvals.
VESTING OF PROPERTY
7. Upon delivery of a Monitor’s certificate to the Purchaser (or its nominee) substantially in the form
set out in Schedule “A” hereto (the “Monitor's Certificate”), all of the Vendors’ right, title and
interest in and to the Purchased Assets described in the Sale Agreement shall vest absolutely,
exclusively, entirely and forever in the Purchaser (or its nominee), free and clear of and from any
and all caveats, security interests, hypothecs, pledges, mortgages, liens, trusts or deemed trusts,
reservations of ownership, royalties, options, rights of pre-emption, privileges, interests,
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LEGAL_34602241.1
assignments, actions, judgements, executions, levies, taxes, writs of enforcement, charges, or other
claims, whether contractual, statutory, financial, monetary or otherwise, whether or not they have
attached or been perfected, registered or filed and whether secured, unsecured or otherwise
(collectively, “Claims”)
including, without limiting the generality of the foregoing:
(a) any encumbrances or charges created by the Initial Order;
(b) any encumbrances or charges created by the Order (Sales Agent Approval and Charge)
granted by the Honourable Justice K.M. Horner on July 27, 2020;
(c) any charges, security interests or claims evidenced by registrations pursuant to the Personal
Property Security Act (Alberta), the Personal Property Security Act (British Columbia), or
any other personal property registry system;
(d) any liens or claims of lien under the Builders’ Lien Act (Alberta) or the Builders Lien Act
(British Columbia);
(e) any charges, security interests or claims evidenced by registrations pursuant to the Land
Titles Act (Alberta) or the Land Title Act (British Columbia); and
(f) those Claims listed in Schedule “B” hereto (all of which are collectively referred to as the
“Encumbrances”, which term shall not include the permitted encumbrances, caveats,
interests, easements, and restrictive covenants listed in Schedule “C” (collectively,
“Permitted Encumbrances”))
and for greater certainty, this Court orders that all Claims including Encumbrances other than
Permitted Encumbrances, affecting or relating to the Purchased Assets are hereby expunged,
discharged and terminated as against the Purchased Assets.
8. Upon delivery of the Monitor’s Certificate, and upon filing of a certified copy of this Order,
together with any applicable registration fees, all governmental authorities including those referred
to below in this paragraph (collectively, “Governmental Authorities”) are hereby authorized,
requested and directed to accept delivery of such Monitor’s Certificate and certified copy of this
Order as though they were originals and to register such transfers, interest authorizations,
discharges and discharge statements of conveyance as may be required to convey to the Purchaser
or its nominee clear title to the Purchased Assets subject only to Permitted Encumbrances. Without
limiting the foregoing:
(a) the Alberta Registrar of Land Titles (“Alberta Land Titles Registrar”) for the lands
defined below shall and is hereby authorized, requested and directed to forthwith:
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LEGAL_34602241.1
(i) cancel existing Certificates of Title Nos. 972 302 793 and 972 302 794 for those
lands and premises legally described as:
PLAN 9120596
LOT 7
EXCEPTING THEREOUT ALL MINES AND MINERALS
PLAN 8020947
LOT 2
EXCEPTING THEREOUT ALL MINES AND MINERALS
(the “Alberta Lands”)
(ii) issue a new Certificate of Title (the “Alberta New Certificate of Title”) for the
Alberta Lands in the name of the Purchaser (or its nominee);
(iii) transfer to the Alberta New Certificate of Title the existing instruments listed in
Schedule “C”, to this Order, and to issue and register against the Alberta New
Certificate of Title such new caveats, utility rights of ways, easements or other
instruments as are listed in Schedule “C”; and
(iv) discharge and expunge the Encumbrances listed in Schedule “B” to this Order and
discharge and expunge any Claims including Encumbrances (but excluding
Permitted Encumbrances) which may be registered after the date of the Sale
Agreement against the existing Certificate of Title to the Alberta Lands;
(b) the British Columbia Registrar of Land Titles (“BC Land Titles Registrar”) for the lands
defined below shall and is hereby authorized, requested and directed to forthwith:
(i) cancel existing Title Numbers CA3503445, CA3503444 and LB483512 for those
lands and premises legally described as:
Parcel Identifier: 029-224-851
Legal Description: LOT A SECTION 29 TOWNSHIP 28 RANGE 22 WEST OF
THE 5
TH
MERIDIAN KOOTENAY DISTRICT PLAN EPP30862 (the “BC
Lands”)
(ii) issue a new Certificate of Title (the “BC New Certificate of Title”) for the BC
Lands in the name of the Purchaser (or its nominee);
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LEGAL_34602241.1
(iii) transfer to the BC New Certificate of Title the existing instruments listed in
Schedule “C”, to this Order, and to issue and register against the BC New
Certificate of Title such new caveats, utility rights of ways, easements or other
instruments as are listed in Schedule “C”; and
(iv) discharge and expunge the Encumbrances listed in Schedule “B” to this Order and
discharge and expunge any Claims including Encumbrances (but excluding
Permitted Encumbrances) which may be registered after the date of the Sale
Agreement against the existing Certificate of Title to the BC Lands;
(c) the Registrar of the Alberta Personal Property Registry (the “Alberta PPR Registrar”)
shall and is hereby directed to forthwith cancel and discharge any registrations at the
Alberta Personal Property Registry (whether made before or after the date of this Order)
claiming security interests (other than Permitted Encumbrances) in the estate or interest of
the Vendors in any of the Purchased Assets which are of a kind prescribed by applicable
regulations as serial-number goods;
(c) the Registrar of the British Columbia Personal Property Registry (the “British Columbia
PPR Registrar”) shall and is hereby directed to forthwith cancel and discharge any
registrations at the British Columbia Personal Property Registry (whether made before or
after the date of this Order) claiming security interests (other than Permitted
Encumbrances) in the estate or interest of the Vendors in any of the Purchased Assets which
are of a kind prescribed by applicable regulations as serial-number goods.
9. In order to effect the transfers and discharges described above, this Court directs each of the
Governmental Authorities to take such steps as are necessary to give effect to the terms of this
Order and the Sale Agreement. Presentment of this Order and the Monitor’s Certificate shall be the
sole and sufficient authority for the Governmental Authorities to make and register transfers of title
or interest and cancel and discharge registrations against any of the Purchased Assets of any Claims
including Encumbrances but excluding Permitted Encumbrances.
10. No authorization, approval or other action by and no notice to or filing with any Governmental
Authority or regulatory body exercising jurisdiction over the Purchased Assets is required for the
due execution, delivery and performance by the Vendors of the Sale Agreement.
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LEGAL_34602241.1
11. Upon delivery of the Monitor’s Certificate, the Purchaser (or its nominee) is authorized to make
such registrations as it deems necessary to be entered as the owner and/or lessee of the Vendors’
interest in the mineral tenures presently held by Moberly and having title numbers: 213089,
213090, 213099, 213195, 338588, 344488, 576995, and 1070999 (the “Mineral Tenures”) and to
give notice that any Claims including Encumbrances (which shall include the Encumbrances listed
in Schedule “B” to this Order but exclude Permitted Encumbrances) are discharged and expunged
from title to the Mineral Tenures.
12. The Vendors, Purchaser and Monitor may pursue the provisional execution of this Order, including
without limiting the general application of the foregoing, notwithstanding any appeal and without
requirement to provide any security or provision for costs whatsoever. Without limiting the
generality of the foregoing, this Order shall be registered by the Alberta Land Titles Registrar and
the British Columbia Land Titles Registrar notwithstanding the requirements of section 191(1) of
the Land Titles Act (Alberta), or any similar act in any province of Canada and notwithstanding
that the appeal period in respect of this Order has not elapsed, which appeal period is expressly
waived.
13. For the purposes of determining the nature and priority of Claims, the net proceeds from the sale
of the Purchased Assets (to be held in an interest bearing trust account by the Vendors or their legal
counsel) shall stand in the place and stead of the Purchased Assets from and after delivery of the
Monitor’s Certificate and all Claims including Encumbrances (but excluding Permitted
Encumbrances) shall not attach to, encumber or otherwise form a charge, security interest, lien, or
other Claim against the Purchased Assets and may be asserted against the net proceeds from the
sale of the Purchased Assets with the same priority as they had with respect to the Purchased Assets
immediately prior to the sale, as if the Purchased Assets had not been sold and remained in the
possession or control of the person having that possession or control immediately prior to the sale.
14. Except as expressly provided for in the Sale Agreement or by section 5 of the Alberta Employment
Standards Code and section 97 of the British Columbia Employment Standards Act, the Purchaser
(or its nominee) shall not, by completion of the Transaction, have liability of any kind whatsoever
in respect of any Claims against the Vendors.
15. Upon completion of the Transaction, the Vendors and all persons who claim by, through or under
the Vendors in respect of the Purchased Assets, and all persons or entities having any Claims of
any kind whatsoever in respect of the Purchased Assets, save and except for persons entitled to the
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LEGAL_34602241.1
benefit of the Permitted Encumbrances, shall stand absolutely and forever barred, estopped and
foreclosed from and permanently enjoined from pursuing, asserting or claiming any and all right,
title, estate, interest, royalty, rental, equity of redemption or other Claim whatsoever in respect of
or to the Purchased Assets, and to the extent that any such persons or entities remain in the
possession or control of any of the Purchased Assets, or any artifacts, certificates, instruments or
other indicia of title representing or evidencing any right, title, estate, or interest in and to the
Purchased Assets, they shall forthwith deliver possession thereof to the Purchaser (or its nominee).
16. Upon delivery of the Monitor’s Certificate, the Purchaser (or its nominee) shall be entitled to enter
into and upon, hold and enjoy the Purchased Assets for its own use and benefit without any
interference of or by the Vendors, or any person claiming by, through or against the Vendors, other
than the Permitted Encumbrances
17. Upon delivery of the Monitor’s Certificate, the holders of Permitted Encumbrances shall have no
claim whatsoever against the Monitor or the Vendors.
18. The Monitor is directed to file with the Court a copy of the Monitor’s Certificate forthwith after
delivery thereof to the Purchaser (or its nominee).
19. Pursuant to clause 7(3)(c) of the Personal Information Protection and Electronic Documents Act
(Canada), section 20(e) of the Alberta Personal Information Protection Act, and section 18(1)(i) of
the British Columbia Personal Information Protection Act the Vendors are authorized and
permitted to disclose and transfer to the Purchaser (or its nominee) all human resources and payroll
information in the Vendors’ records pertaining to the Vendors’ past and current employees. The
Purchaser (or its nominee) shall maintain and protect the privacy of such information and shall be
entitled to use the personal information provided to it in a manner which is in all material respects
identical to the prior use of such information by the Vendors.
20. The CCAA Charges Allocation and the allocation of the DIP Obligations (each as defined in the
Sale Agreement) as attached to the Second Supplement to the Monitor’s Third Report are hereby
approved.
21. Upon receipt by the Monitor of the CCAA Charges Payment (as defined in the Sale Agreement)
and the payment and discharge of the CCAA Charges, the Purchaser shall be fully subrogated to
the rights, claims and security of the beneficiaries of the CCAA Charges in the amount of the
CCAA Charges Payment.
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LEGAL_34602241.1
22. On the Closing, the Purchaser will pay all amounts owing under the CCAA Charges (with the
exception of the DIP Charge) to the Monitor, in trust for the Vendors, or as directed by the Monitor
and the Vendors, to be distributed to the beneficiaries of the CCAA Charges (the “CCAA Charges
Payment”).
TEMPORARY SEALING
23. Division 4 of Part 6 of the Alberta Rules of Court does not apply to this Application.
24. The Confidential Supplement shall, until the termination of these proceedings, be sealed and kept
confidential, to be shown only to a Justice of the Court of Queen’s Bench of Alberta, and
accordingly, shall be filed with the Clerk of the Court who shall keep the Confidential Supplement
in a sealed envelope, which shall be clearly marked “SEALED PURSUANT TO THE ORDER OF
THE HONOURABLE JUSTICE D.B. NIXON DATED SEPTEMBER 11, 2020”.
APPROVAL OF MONITOR’S ACTIVITIES, FEES
25. The actions and conduct of the Monitor in the CCAA Proceedings from June 30, 2020 to the date
of this Order are approved.
26. The professional fees and disbursements of the Monitor and the Monitor’s legal counsel Tory’s
LLP for the period ended August 31, 2020 are approved.
MISCELLANEOUS MATTERS
27. Notwithstanding:
(a) the pendency of these proceedings and any declaration of insolvency made herein;
(b) the pendency of any applications for a bankruptcy order now or hereafter issued pursuant
to the Bankruptcy and Insolvency Act, R.S.C. 1985, c.B-3, as amended (the “BIA”), in
respect of a Vendor and any bankruptcy order issued pursuant to any such applications;
(c) any assignment in bankruptcy made in respect of a Vendor; and
(d) the provisions of any federal or provincial statute:
the vesting of the Purchased Assets in the Purchaser (or its nominee) pursuant to this Order shall
be binding on any trustee in bankruptcy that may be appointed in respect of a Vendor and shall
not be void or voidable by creditors of the Vendors, nor shall it constitute nor be deemed to be a
transfer at undervalue, settlement, fraudulent preference, assignment, fraudulent conveyance, or
10
LEGAL_34602241.1
other reviewable transaction under the BIA or any other applicable federal or provincial
legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to any
applicable federal or provincial legislation.
28. The Vendors, the Monitor, the Purchaser (or its nominee) and any other interested party, shall be
at liberty to apply for further advice, assistance and direction as may be necessary in order to give
full force and effect to the terms of this Order and to assist and aid the parties in closing the
Transaction.
29. This Honourable Court hereby requests the aid and recognition of any court, tribunal, regulatory or
administrative body having jurisdiction in Canada or in any of its provinces or territories or in any
foreign jurisdiction, to act in aid of and to be complimentary to this Court in carrying out the terms
of this Order, to give effect to this Order and to assist the Monitor, the Vendors and their agents in
carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are
hereby respectfully requested to make such order and to provide such assistance to the Monitor, as
an officer of the Court, as may be necessary or desirable to give effect to this Order or to assist the
Monitor, the Vendors and their agents in carrying out the terms of this Order.
30. Service of this Order shall be deemed good and sufficient by:
(a) Serving the same on:
(i) the persons listed on the service list created in these proceedings;
(ii) any other person served with notice of the application for this Order;
(iii) any other parties attending or represented at the application for this Order;
(iv) the Purchaser or the Purchaser’s solicitors; and
(b) Posting a copy of this Order on the Monitor’s website at:
https://www.alvarezandmarsal.com/northernsilica#intro,
and service on any other person is hereby dispensed with.
11
LEGAL_34602241.1
31. Service of this Order may be effected by facsimile, electronic mail, personal delivery or courier.
Service is deemed to be effected the next business day following transmission or delivery of this
Order.
_______________________________________________
Justice of the Court of Queen’s Bench of Alberta
12
LEGAL_34602241.1
SCHEDULE “A”
FORM OF MONITOR’S CERTIFICATE
COURT FILE NUMBER
2001-07984
Clerk's Stamp
COURT
COURT OF QUEEN’S BENCH OF
ALBERTA
JUDICIAL CENTRE
CALGARY
IN THE MATTER OF THE COMPANIES’
CREDITORS ARRANGEMENT ACT, RSC,
1985, c C-36, as amended
AND IN THE MATTER OF A PLAN OF
COMPROMISE OR ARRANGEMENT OF
NORTHERN SILICA CORPORATION,
HEEMSKIRK MINING PTY. LTD.,
CUSTOM BULK SERVICES INC.,
HEEMSKIRK CANADA LIMITED,
HEEMSKIRK CANADA HOLDINGS
LIMITED and HCA MOUNTAIN
MINERALS (MOBERLY) LIMITED
APPLICANTS
QMETCO LIMITED and TAURUS
RESOURCES NO. 2 B.V.
DEFENDANT
NORTHERN SILICA CORPORATION,
HEEMSKIRK MINING PTY. LTD.,
CUSTOM BULK SERVICES INC.,
HEEMSKIRK CANADA LIMITED,
HEEMSKIRK CANADA HOLDINGS
LIMITED and HCA MOUNTAIN
MINERALS (MOBERLY) LIMITED
DOCUMENT
MONITOR’S CERTIFICATE
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS DOCUMENT
Torys LLP, Barristers and Solicitors
525-8
th
Avenue SW (46
th
Floor, East Tower)
Calgary, AB T2P 4K9
Phone: 403-776-3744
Fax: 403-776-3800
Attention: Kyle Kashuba
Email: [email protected]
13
LEGAL_34602241.1
RECITALS
A. Pursuant to an Order of the Honourable Justice K.M. Horner of the Court of Queen’s Bench of Alberta,
Judicial District of Calgary (the “Court”) dated June 30, 2020 Alvarez & Marsal Canada Inc. was
appointed as the Monitor (the “Monitor”) of Northern Silica Corporation, Heemskirk Mining Pty. Ltd.,
Custom Bulk Services Inc., Heemskirk Canada Limited, Heemskirk Canada Holdings Limited and
HCA Mountain Minerals (Moberly) Limited (the “Debtors”).
B. Pursuant to an Order of the Court dated September 11, 2020 the Court approved the asset purchase
agreement made as of July 21, 2020 (the “Sale Agreement”) among Custom Bulk Services Inc.,
Heemskirk Canada Limited, Heemskirk Canada Holdings Limited and HCA Mountain Minerals
(Moberly) Limited as vendors (the “Vendors”), Vitreo Minerals Ltd. (the “Purchaser”), and the
Monitor and provided for the vesting in the Purchaser of the Vendors’ right, title and interest in and to
the Purchased Assets, which vesting is to be effective with respect to the Purchased Assets upon the
delivery by the Monitor to the Purchaser of a certificate confirming (i) the payment by the Purchaser
of the Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set out in sections
8.1-8.4 of the Sale Agreement have been satisfied or waived by the Vendors and the Purchaser; and
(iii) the Transaction has been completed to the satisfaction of the Monitor.
C. Unless otherwise indicated herein, capitalized terms have the meanings set out in the Sale Agreement.
THE MONITOR CERTIFIES the following:
1. The Purchaser (or its nominee) has paid and the Vendor has received the Purchase Price for the
Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;
2. The conditions to Closing as set out in sections 8.1-8.4 of the Sale Agreement have been
satisfied or waived by the Vendors and the Purchaser (or its nominee); and
3. The Transaction has been completed to the satisfaction of the Monitor.
4. This Certificate was delivered by the Monitor at [Time] on [Date].
14
LEGAL_34602241.1
Alvarez & Marsal Canada Inc., in its
capacity as Court-appointed Monitor
of the Debtors
Per:____________________________
Name:
Title:
LEGAL_34602241.1
SCHEDULE “B”
ENCUMBRANCES TO BE DISCHARGED
1. Alberta PPR Registrations to be Discharged
CUSTOM BULK SERVICES INC.
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2018-Jul-27
Expiry Date
2029-Jul-27
Registration Type/Number
SECURITY AGREEMENT/ 18072708966 as
amended by: 19012906677; 19073104832
Debtors
CUSTOM BULK SERVICES INC.
Secured Party
TRINITYRAIL CANADA INC.
Collateral
General
Description
1. ALL RAILROAD ROLLING STOCK AND
RAILWAY CARS NOW OR HEREAFTER
SUPPLIED BY THE SECURED PARTY TO THE
DEBTOR PURSUANT TO CERTAIN RAILCAR
LEASES TOGETHER WITH ANY SCHEDULES,
RIDERS, MEMORANDA AND OTHER
SUPPLEMENTAL AGREEMENTS THERETO
NOW OR HEREAFTER ENTERED INTO
BETWEEN THE SECURED PARTY AND THE
DEBTOR, AS THE SAME MAY BE AMENDED,
EXTENDED, RENEWED OR REPLACED AND
IN EFFECT FROM TIME TO TIME, INCLUDING
WITHOUT LIMITATION, SUCH RAILROAD
ROLLING STOCK AND RAILWAY CARS
WHICH BEAR ANY OF THE FOLLOWING
UMLER MARKS OR OTHER REPORTING
MARKS, 3,281 CUBIC FOOT CAPACITY,
COVERED HOPPER CARS MARKED AND
NUMBERED TILX TBD , TOGETHER WITH
MANUFACTURING WARRANTIES RELATING
TO THE ABOVE DESCRIBED COLLATERAL
AND ALL PARTS, ATTACHMENTS,
ACCESSIONS, APPURTENANCES,
ACCESSORIES, SUBSTITUTIONS AND
REPLACEMENTS THERETO AND
THEREFROM (COLLECTIVELY, "RAILCARS");
2
LEGAL_34602241.1
TILX 32215, 32221, 32262, 32305, 32313, 32316,
32325, 32327, 32331, 32336, 32343, 33356, 33384,
33391, 33429, 33814, 33833, 33844, 328575,
328589, 328593, 328594, 328608, 328609, 328613,
328619, 328621, 328626, 328630, 328642, 328651,
328652, 330438, 330439, 330440, 330441, 330446,
330452, 330454, 330455, 330457, 330459, 330461,
330462, 330468, 330470, 330474, 330478, 330479,
330482, 330484, 330487, 330489, 330492, 330494,
330496, 330499, 330504, 330507, 330510, 330517,
330520, 330537, 330538, 330541, 330543, 330544,
330545, 330546, 330551, 330552, 330553, 330556,
330558, 330559, 330560, 330561, 330566, 330569,
330570, 330572, 330573, 330575, 330577, 330581,
330582, 330584, 330585, 331311, 331312, 331313,
331316, 331317, 331318, 331319, 331320, 331321,
331322, 331323, 331326, 331327, 331328, 331329,
331331, 331332, 331333, 331334, 331335, 333049,
333051, 333055, 333058, 333059, 333061 AND
333143
2. ALL AMOUNTS NOW OR HEREAFTER PAID
TO OR DEPOSITED WITH OR REQUIRED TO
BE PAID TO OR DEPOSITED WITH THE
SECURED PARTY BY THE DEBTOR IN
RESPECT OF THE RAILCARS,
3. ALL INSURANCE POLICIES IN RESPECT OF
THE RAILCARS IN WHICH THE DEBTOR NOW
OR HEREAFTER HAS RIGHTS, AND ALL
RIGHTS OF THE DEBTOR IN AND TO ALL
MONEY OR OTHER VALUE WHICH IS NOW
PAYAYBLE OR WHICH MAY BECOME
HEREAFTER PAYABLE UNDER SUCH
INSURANCE POLICIES AS INDEMNITY OR
COMPENSATION FOR LOSS OF OR DAMAGE
TO THE RAILCARS,
4. ANY LEASES, CHARTERS OR OTHER
AGREEMENTS NOW OR HEREAFTER
ENTERED INTO BETWEEN THE DEBTOR AND
ANY THIRD PARTY IN RESPECT OF THE
RAILCARS AND ALL RIGHTS, INTEREST,
BENEFITS, RENTS, PROFITS AND MONEY
RELATING THERETO,
AND ALL PROCEEDS THAT ARE GOODS,
INTANGIBLES, INVESTMENT PROPERTY,
DOCUMENTS OF TITLE, CHATTEL PAPER,
INSTRUMENTS OR MONEY (AND TERMS
USED HEREIN THAT ARE DEFINED IN THE
3
LEGAL_34602241.1
PERSONAL PROPERTY SECURITY ACT OF
ALBERTA OR ITS REGULATIONS HAVE
THOSE DEFINED MEANINGS).
2.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2020-Feb-05
Expiry Date
2040-Feb-05
Registration Type/Number
SECURITY AGREEMENT/ 20020531099
Debtors
CUSTOM BULK SERVICES INC.
Secured Party(s)
NP SPE X LP; WILMINGTON TRUST
COMPANY, AS INDENTURE TRUSTEE
Collateral
General
Description
ALL RAILCARS, LOCOMOTIVES AND OTHER
RAILROAD ROLLING STOCK NOW OR
HEREAFTER SUPPLIED BY THE SECURED
PARTY TO THE DEBTOR PURSUANT TO THAT
MASTER RAILCAR LEASE DATED JUNE 14,
2018, TOGETHER WITH ANY SCHEDULES,
RIDERS, MEMORANDA AND OTHER
SUPPLEMENTAL AGREEMENTS THERETO
NOW OR HEREAFTER ENTERED INTO
BETWEEN THE SECURED PARTY AND THE
DEBTOR, AS THE SAME MAY BE AMENDED,
EXTENDED, RENEWED OR REPLACED AND
IN EFFECT FROM TIME TO TIME, INCLUDING
WITHOUT LIMITATION, SUCH RAILCAR
WHICH BEAR ANY OF THE FOLLOWING
MARK OR OTHER REPORTING MARKS,
TOGETHER WITH MANUFACTURING
WARRANTIES RELATING TO THE ABOVE
DESCRIBE COLLATERAL AND ALL PARTS,
ATTACHMENTS, ACCESSIONS,
APPURTENANCES, ACCESSORIES,
SUBSTITUTIONS AND REPLACEMENTS
THERETO AND THEREFROM
(COLLECTIVELY, THE "RAILCARS");
2 RAILCARS INCLUDE, WITHOUT
LIMITATION, SUCH RAILCARS MARKED AND
NUMBERED TILX 330438-330441, 330446,
330452, 330454, 330455, 330457, 330459, 330461,
330462, 330468, 330470, 330474, 330478, 330479,
4
LEGAL_34602241.1
330482, 330484, 330487, 330489, 330492, 330494,
330496, 330499, 330504, 330507, 330510, 330517,
330520, 333049, 333051, 333055, 333058, 333059,
333061, 333143, INCLUSIVE;
3 ALL INSURANCE POLICIES IN RESPECT OF
THE RAIL EQUIPMENT IN WHICH THE
DEBTOR NOW OR HEREAFTER HAS RIGHTS,
AND ALL RIGHTS OF THE DEBTOR IN AND TO
ALL MONEY OR OTHER VALUE WHICH IS
NOW PAYABLE OR WHICH MAY BECOME
HEREAFTER PAYABLE UNDER SUCH
INSURANCE POLICIES AS INDEMNITY OR
COMPENSATION FOR LOSS OF OR DAMAGE
TO THE RAILCARS;
4 ANY SUBLEASES OR OTHER AGREEMENTS
NOW OR HEREAFTER ENTERED INTO
BETWEEN THE DEBTOR AND ANY THIRD
PARTY IN RESPECT OF THE RAILCARS AND
ALL RIGHTS, INTEREST, BENEFITS, RENTS,
PROFITS AND MONEY RELATING THERETO;
5 ALL PROCEEDS THAT ARE GOODS,
INTANGIBLES, INVESTMENT PROPERTY,
DOCUMENTS OF TITLE, CHATTEL PAPER,
INSTRUMENTS OR MONEY (AND TERMS
USED HEREIN THAT ARE DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT OF
ALBERTA OR ITS REGULATIONS HAVE
THOSE DEFINED MEANINGS).
HCA MOUNTAIN MINERALS (MOBERLY) LIMITED
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2016-Feb-09
Expiry Date
2023-Feb-09
Registration Type/Number
SECURITY AGREEMENT/ 16020933009
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
5
LEGAL_34602241.1
Collateral
General
Description
All present and after-acquired personal property of
the debtor
2.
Encumbrance Type
LAND CHARGE
Status
Current
Registration Date
2016-Feb-09
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 16020933058
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
-
Description
-
3.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2019-Nov-28
Expiry Date
2026-Nov-28
Registration Type/Number
SECURITY AGREEMENT/ 19112807173
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
ALL PRESENT AND AFTER-ACQUIRED
PERSONAL PROPERTY OF THE DEBTOR.
Particulars
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
6
LEGAL_34602241.1
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
4.
Encumbrance Type
LAND CHARGE
Status
Current
Registration Date
2019-Nov-28
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 19112812622
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
QMETCO LIMITED
Collateral
-
Description
-
Particulars
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
HEEMSKIRK CANADA HOLDINGS LIMITED
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2016-Feb-09
Expiry Date
2023-Feb-09
Registration Type/Number
SECURITY AGREEMENT/ 16020932593
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
7
LEGAL_34602241.1
Description
All present and after-acquired personal property of
the debtor.
Particulars
The complete address of debtor block 1 is as
follows: c/o HCA Mountain Minerals (Moberly)
Limited
Suite 204, 1212-1st Street SE
Calgary, AB
T2G 2H8
2.
Encumbrance Type
LAND CHARGE
Status
Current
Registration Date
2016-Feb-09
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 16020932768
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
-
Description
-
Particulars
The complete address of debtor block 1 is as
follows: c/o HCA Mountain Minerals (Moberly)
Limited
Suite 204, 1212-1st Street SE
Calgary, AB
T2G 2H8
3.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2019-Nov-28
Expiry Date
2026-Nov-28
Registration Type/Number
SECURITY AGREEMENT/ 19112807199
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
8
LEGAL_34602241.1
Description
ALL PRESENT AND AFTER-ACQUIRED
PERSONAL PROPERTY OF THE DEBTOR.
Particulars
1 THE SECURITY INTEREST IS SUBJECT TO
THE TERMS OF A PRIORITY DEED DATED ON
OR ABOUT NOVEMBER 30, 2019 BETWEEN
THE SECURED PARTY, AS SENIOR LENDER,
THE DEBTOR, AND TAURUS RESOURCES NO.
2 B.V., AS SUBORDINATED LENDER.
2 THE COMPLETE ADDRESS OF DEBTOR
BLOCK 1 IS: C/O HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED, SUITE 204, 1212-1ST
STREET SE, CALGARY AB T2G 2H8
4.
Encumbrance Type
LAND CHARGE
Status
Current
Registration Date
2019-Nov-28
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 19112812721
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
Particulars
1 THE SECURITY INTEREST IS SUBJECT TO
THE TERMS OF A PRIORITY DEED DATED ON
OR ABOUT NOVEMBER 30, 2019 BETWEEN
THE SECURED PARTY, AS SENIOR LENDER,
THE DEBTOR, AND TAURUS RESOURCES NO.
2 B.V., AS SUBORDINATED LENDER.
2 THE COMPLETE ADDRESS OF DEBTOR
BLOCK 1 IS: C/O HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED, SUITE 204, 1212-1ST
STREET SE, CALGARY AB T2G 2H8
9
LEGAL_34602241.1
HEEMSKIRK CANADA LIMITED
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2016-Feb-09
Expiry Date
2023-Feb-09
Registration Type/Number
SECURITY AGREEMENT/ 16020932885
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
Description
All present and after-acquired personal property of
the debtor.
Particulars
The complete address of debtor block 1 is as
follows:
c/o HCA Mountain Minerals (Moberly) Limited
Suite 204, 1212-1
st
Street SE
Calgary, AB
T2G 2H8
2.
Encumbrance Type
LAND CHARGE
Status
Current
Registration Date
2016-Feb-09
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 16020932911
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
-
Description
-
Particulars
The complete address of debtor block 1 is as
follows:
c/o HCA Mountain Minerals (Moberly) Limited
Suite 204, 1212-1
st
Street SE
10
LEGAL_34602241.1
Calgary, AB
T2G 2H8
3.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2016-Feb-09
Expiry Date
2023-Feb-09
Registration Type/Number
SECURITY AGREEMENT/ 16020932986
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
Description
(i) all Securities (as defined in the Personal Property
Security Act (British Columbia)), Security
Entitlements (as defined in the Personal Property
Security Act (British Columbia)) and other equity
interests issued by or with respect to HCA Mountain
Minerals (Moberly) Limited in which the Debtor now
or in the future has any right, title or interest,
including all assets, property and undertaking related
to such Securities, Security Entitlements and other
equity interests (the "Pledged Property");
(ii) all certificates and instruments evidencing or
representing the Pledged Property;
(iii) all interest, dividends and distributions (whether
in cash, kind or stock) received or receivable upon or
with respect to any of the Pledged Property and all
moneys or other property payable or paid on account
of any return or repayment of capital with respect to
any of the Pledged Property or otherwise distributed
with respect thereto or which will in any way be
charged to, or payable or paid out of, the capital of
HCA Mountain Minerals (Moberly) Limited on
account of any such Pledged Property;
(iv) all other property that may at any time be
received or receivable by or otherwise distributed to
the Debtor with respect to, or in substitution for, or in
exchange or replacement for, any of the foregoing;
and
11
LEGAL_34602241.1
(v) all proceeds of any of the foregoing.
Proceeds: Goods, chattel paper, investment property,
documents of title, instruments, money and
intangibles.
Particulars
The complete address of debtor block 1 is as
follows:
c/o HCA Mountain Minerals (Moberly) Limited
Suite 204, 1212-1
st
Street SE
Calgary, AB
T2G 2H8
4.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2017-Sep-14
Expiry Date
2021-Sep-14
Registration Type/Number
SECURITY AGREEMENT/ 17091428352
Debtors
HEEMSKIRK CANADA LTD.
Secured Party
JACK CARTER CHEVROLET CADILLAC
BUICK GMC - 2017 CHEVY LTZ 1500 Motor
Vehicle
3GCUKSECXHG272749
Collateral
Serial Number Goods
Description
3GTU2NEC1HG503507 2017 GMC Sierra MV -
Motor Vehicle
5.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2019-Nov-28
Expiry Date
2026-Nov-28
Registration Type/Number
SECURITY AGREEMENT/ 19112807207
Debtors
HEEMSKIRK CANADA LIMITED
12
LEGAL_34602241.1
Secured Party
QMETCO LIMITED
Collateral
General
Description
ALL PRESENT AND AFTER-ACQUIRED
PERSONAL PROPERTY OF THE DEBTOR.
Particulars
1 THE SECURITY INTEREST IS SUBJECT TO
THE TERMS OF A PRIORITY DEED DATED ON
OR ABOUT NOVEMBER 30, 2019 BETWEEN
THE SECURED PARTY, AS SENIOR LENDER,
THE DEBTOR, AND TAURUS RESOURCES NO.
2 B.V., AS SUBORDINATED LENDER.
2 THE COMPLETE ADDRESS OF DEBTOR
BLOCK 1 IS: C/O HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED, SUITE 204, 1212-1
ST
STREET SE, CALGARY, AB T2G 2H8
6.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2019-Nov-28
Expiry Date
2026-Nov-28
Registration Type/Number
SECURITY AGREEMENT/ 19112807214
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
(I) ALL SECURITIES (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)), SECURITY
ENTITLEMENTS (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)) AND OTHER EQUITY
INTERESTS ISSUED BY OR WITH RESPECT TO
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED IN WHICH THE DEBTOR NOW OR IN
THE FUTURE HAS ANY RIGHT, TITLE OR
INTEREST, INCLUDING ALL ASSETS,
PROPERTY AND UNDERTAKING RELATED
TO SUCH SECURITIES, SECURITY
ENTITLEMENTS AND OTHER EQUITY
INTERESTS (THE "PLEDGED PROPERTY");
13
LEGAL_34602241.1
(II) ALL CERTIFICATES AND INSTRUMENTS
EVIDENCING OR REPRESENTING THE
PLEDGED PROPERTY;
(III) ALL INTEREST, DIVIDENDS AND
DISTRIBUTIONS (WHETHER IN CASH, KIND
OR STOCK) RECEIVED OR RECEIVABLE
UPON OR WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY AND ALL MONEYS OR
OTHER PROPERTY PAYABLE OR PAID ON
ACCOUNT OF ANY RETURN OR REPAYMENT
OF CAPITAL WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY OR OTHERWISE
DISTRIBUTED WITH RESPECT THERETO OR
WHICH WILL IN ANY WAY BE CHARGED TO,
OR PAYABLE OR PAID OUT OF, THE CAPITAL
OF HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED ON ACCOUNT OF ANY SUCH
PLEDGED PROPERTY;
(IV) ALL OTHER PROPERTY THAT MAY AT
ANY TIME BE RECEIVED OR RECEIVABLE BY
OR OTHERWISE DISTRIBUTED TO THE
DEBTOR WITH RESPECT TO, OR IN
SUBSTITUTION FOR, OR IN EXCHANGE OR
REPLACEMENT FOR, ANY OF THE
FOREGOING; AND
(V) ALL PROCEEDS OF ANY OF THE
FOREGOING.
PROCEEDS: GOODS, CHATTEL PAPER,
INVESTMENT PROPERTY, DOCUMENTS OF
TITLE, INSTRUMENTS.MONEY AND
INTANGIBLES.
Particulars
1 THE SECURITY INTEREST IS SUBJECT TO
THE TERMS OF A PRIORITY DEED DATED ON
OR ABOUT NOVEMBER 30, 2019 BETWEEN
THE SECURED PARTY, AS SENIOR LENDER,
THE DEBTOR, AND TAURUS RESOURCES NO.
2 B.V., AS SUBORDINATED LENDER.
2 THE COMPLETE ADDRESS OF DEBTOR
BLOCK 1 IS: C/O HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED, SUITE 204, 1212-1
ST
STREET SE, CALGARY, AB T2G 2H8
7.
Encumbrance Type
LAND CHARGE
14
LEGAL_34602241.1
Status
Current
Registration Date
2019-Nov-28
Expiry Date
Infinity
Registration Type/Number
LAND CHARGE/ 19112812603
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
QMETCO LIMITED
Collateral
-
Description
-
Particulars
1 THE SECURITY INTEREST IS SUBJECT
TO THE TERMS OF A PRIORITY DEED DATED
ON OR ABOUT NOVEMBER 30, 2019 BETWEEN
THE SECURED PARTY, AS SENIOR LENDER,
THE DEBTOR, AND TAURUS RESOURCES NO.
2 B.V., AS SUBORDINATED LENDER.
2 THE COMPLETE ADDRESS OF DEBTOR
BLOCK 1 IS: C/O HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED, SUITE 204, 1212-1ST
STREET SE, CALGARY, AB T2G 2H8
2. British Columbia PPR Registrations to be Discharged
HCA MOUNTAIN MINERALS (MOBERLY) LIMITED
1.
Registration Date
FEB 09, 2016
Expiry Date
FEB 09, 2023
Base Registration Number
104174J
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
15
LEGAL_34602241.1
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
2.
Registration Date
NOV 28, 2019
Expiry Date
NOV 28, 2026
Base Registration Number
919606L
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
HEEMSKIRK CANADA HOLDINGS LIMITED
1.
Registration Date
FEB 09, 2016
Expiry Date
FEB 09, 2023
Base Registration Number
104165J
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
THE FULL ADDRESS FOR THE DEBTOR IS:
HEEMSKIRK CANADA HOLDINGS LIMITED
C/O HCA MOUNTAIN MINERALS (MOBERLY)
16
LEGAL_34602241.1
LIMITED
SUITE 204, 1212-1
ST
STREET SE
CALGARY, AB T2G 2H8
2.
Registration Date
NOV 28, 2019
Expiry Date
NOV 28, 2026
Base Registration Number
919767L
Debtors
HEEMSKIRK CANADA HOLDINGS LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
THE COMPLETE ADDRESS OF DEBTOR IS:
HEEMSKIRK CANADA HOLDINGS LIMITED
C/O HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED, SUITE 204, 1212-1
ST
STREET SE,
CALGARY, AB T2G 2H8
HEEMSKIRK CANADA LIMITED
1.
Registration Date
FEB 09, 2016
Expiry Date
FEB 09, 2023
Base Registration Number
104172J
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
17
LEGAL_34602241.1
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
THE FULL ADDRESS FOR THE DEBTOR IS:
HEEMSKIRK CANADA LIMITED
C/O HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
2.
Registration Date
FEB 09, 2016
Expiry Date
FEB 09, 2023
Base Registration Number
104183J
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
TAURUS RESOURCES NO. 2 B.V.
Collateral
General
Description
(I) ALL SECURITIES (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)), SECURITY
ENTITLEMENTS (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)) AND OTHER EQUITY
INTERESTS ISSUED BY OR WITH RESPECT TO
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED IN WHICH THE DEBTOR NOW OR IN
THE FUTURE HAS ANY RIGHT, TITLE OR
INTEREST, INCLUDING ALL ASSETS,
PROPERTY AND UNDERTAKING RELATED
TO SUCH SECURITIES, SECURITY
ENTITLEMENTS AND OTHER EQUITY
INTERESTS (THE "PLEDGED PROPERTY");
(II) ALL CERTIFICATES AND INSTRUMENTS
EVIDENCING OR REPRESENTING THE
PLEDGED PROPERTY;
(III) ALL INTEREST, DIVIDENDS AND
DISTRIBUTIONS (WHETHER IN CASH, KIND
OR STOCK) RECEIVED OR RECEIVABLE
UPON OR WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY AND ALL MONEYS OR
OTHER PROPERTY PAYABLE OR PAID ON
ACCOUNT OF ANY RETURN OR REPAYMENT
OF CAPITAL WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY OR OTHERWISE
DISTRIBUTED WITH RESPECT THERETO OR
18
LEGAL_34602241.1
WHICH WILL IN ANY WAY BE CHARGED TO,
OR PAYABLE OR PAID OUT OF, THE CAPITAL
OF HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED ON ACCOUNT OF ANY SUCH
PLEDGED PROPERTY;
(IV) ALL OTHER PROPERTY THAT MAY AT
ANY TIME BE RECEIVED OR RECEIVABLE BY
OR OTHERWISE DISTRIBUTED TO THE
DEBTOR WITH RESPECT TO, OR IN
SUBSTITUTION FOR, OR IN EXCHANGE OR
REPLACEMENT FOR, ANY OF THE
FOREGOING; AND
(V) ALL PROCEEDS OF ANY OF THE
FOREGOING.
PROCEEDS: GOODS, CHATTEL PAPER,
INVESTMENT PROPERTY, DOCUMENTS OF
TITLE, INSTRUMENTS, MONEY AND
INTANGIBLES.
THE FULL ADDRESS FOR THE DEBTOR IS:
HEEMSKIRK CANADA LIMITED
C/O HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
SUITE 204, 1212-1
ST
STREET SE
CALGARY, AB T2G 2H8
3.
Registration Date
NOV 28, 2019
Expiry Date
NOV 28, 2026
Base Registration Number
919664L
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY, AND AN
UNCRYSTALLIZED FLOATING CHARGE ON
LAND.
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
19
LEGAL_34602241.1
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
THE COMPLETE ADDRESS OF DEBTOR IS:
HEEMSKIRK CANADA LIMITED C/O HCA
MOUNTAIN MINERALS (MOBERLY) LIMITED,
SUITE 204, 1212-1
ST
STREET SE, CALGARY, AB
T2G 2H8
4.
Registration Date
NOV 28, 2019
Expiry Date
NOV 28, 2026
Base Registration Number
919764L
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
QMETCO LIMITED
Collateral
General
Description
(I) ALL SECURITIES (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)), SECURITY
ENTITLEMENTS (AS DEFINED IN THE
PERSONAL PROPERTY SECURITY ACT
(BRITISH COLUMBIA)) AND OTHER EQUITY
INTERESTS ISSUED BY OR WITH RESPECT TO
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED IN WHICH THE DEBTOR NOW OR IN
THE FUTURE HAS ANY RIGHT, TITLE OR
INTEREST, INCLUDING ALL ASSETS,
PROPERTY AND UNDERTAKING RELATED
TO SUCH SECURITIES, SECURITY
ENTITLEMENTS AND OTHER EQUITY
INTERESTS (THE "PLEDGED PROPERTY");
(II) ALL CERTIFICATES AND INSTRUMENTS
EVIDENCING OR REPRESENTING THE
PLEDGED PROPERTY;
(III) ALL INTEREST, DIVIDENDS AND
DISTRIBUTIONS (WHETHER IN CASH, KIND
OR STOCK) RECEIVED OR RECEIVABLE
UPON OR WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY AND ALL MONEYS OR
OTHER PROPERTY PAYABLE OR PAID ON
ACCOUNT OF ANY RETURN OR REPAYMENT
OF CAPITAL WITH RESPECT TO ANY OF THE
PLEDGED PROPERTY OR OTHERWISE
DISTRIBUTED WITH RESPECT THERETO OR
20
LEGAL_34602241.1
WHICH WILL IN ANY WAY BE CHARGED TO,
OR PAYABLE OR PAID OUT OF, THE CAPITAL
OF HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED ON ACCOUNT OF ANY SUCH
PLEDGED PROPERTY;
(IV) ALL OTHER PROPERTY THAT MAY AT
ANY TIME BE RECEIVED OR RECEIVABLE BY
OR OTHERWISE DISTRIBUTED TO THE
DEBTOR WITH RESPECT TO, OR IN
SUBSTITUTION FOR, OR IN EXCHANGE OR
REPLACEMENT FOR, ANY OF THE
FOREGOING; AND
(V) ALL PROCEEDS OF ANY OF THE
FOREGOING.
PROCEEDS: GOODS, CHATTEL PAPER,
INVESTMENT PROPERTY, DOCUMENTS OF
TITLE, INSTRUMENTS, MONEY AND
INTANGIBLES.
THE SECURITY INTEREST IS SUBJECT TO THE
TERMS OF A PRIORITY DEED DATED ON OR
ABOUT NOVEMBER 30, 2019 BETWEEN THE
SECURED PARTY, AS SENIOR LENDER, THE
DEBTOR, AND TAURUS RESOURCES NO. 2
B.V., AS SUBORDINATED LENDER.
THE COMPLETE ADDRESS OF DEBTOR IS:
HEEMSKIRK CANADA LIMITED C/O HCA
MOUNTAIN MINERALS (MOBERLY) LIMITED,
SUITE 204, 1212-1
ST
STREET SE, CALGARY, AB
T2G 2H8
3. Alberta Land Titles Registrations to be Discharged
None.
4. British Columbia Land Title Registrations to be Discharged
Parcel Identifier: 029-224-861
Legal Description: LOT A SECTION 29 TOWNSHIP 28 RANGE 22 WEST OF THE 5
TH
MERIDIAN
KOOTENAY DISTRICT PLAN EPP30862
21
LEGAL_34602241.1
1.
NATURE:
MORTGAGE
REGISTRATION NO.:
CA5058473
REGISTRATION DATE AND TIME:
2016-03-22, 15:54
REGISTERED OWNER:
TAURUS RESOURCES NO. 2 B.V.
2.
NATURE:
ASSIGNMENT OF RENTS
REGISTRATION NO.:
CA5058474
REGISTRATION DATE AND TIME:
2016-03-22, 15:54
REGISTERED OWNER:
TAURUS RESOURCES NO. 2 B.V.
3.
NATURE:
MORTGAGE
REGISTRATION NO.:
CA8289187
REGISTRATION DATE AND TIME:
2020-07-08, 15:00
REGISTERED OWNER:
QMETCO LIMITED
4.
NATURE:
ASSIGNMENT OF RENTS
REGISTRATION NO.:
CA8289188
REGISTRATION DATE AND TIME:
2020-07-08, 15:00
REGISTERED OWNER:
QMETCO LIMITED
5. Encumbrances Upon British Columbia Mineral Tenures
Title Number: 213089
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
22
LEGAL_34602241.1
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 213090
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 213099
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
23
LEGAL_34602241.1
Title Number: 213195
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 338588
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 344488
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
24
LEGAL_34602241.1
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
3.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5806255
EVENT DATE
2020/JUN/26
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
4.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5806256
EVENT DATE
2020/JUN/26
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 576995
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
25
LEGAL_34602241.1
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
Title Number: 1070999
1.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805655
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
2.
EVENT:
ECUM Registration of Documents
EVENT NO.:
5805656
EVENT DATE
2020/JUN/19
SUBMITTER
HCA MOUNTAIN MINERALS
(MOBERLY) LIMITED
LEGAL_34602241.1
SCHEDULE “C”
PERMITTED ENCUMBRANCES
Capitalized terms not defined in this schedule have the meanings set forth in the Sale Agreement.
“Permitted Encumbrances” means, as at the Closing Date:
(a) unregistered liens for Taxes, assessments or similar charges incurred by a Vendor in the
ordinary course of the Business that are not yet due and payable or that are not in arrears;
(b) inchoate mechanic’s, construction and carrier’s liens and other similar liens arising by
operation of law or statute in the ordinary course of the Business for obligations which are
not delinquent and will be paid or discharged in the ordinary course of the Business;
(c) unregistered Encumbrances of any nature claimed or held by Her Majesty The Queen in
Right of Canada, Her Majesty The Queen in right of any province of Canada in which the
Owned Lands or Leased Premises are located, or by any Governmental Authority under
any Applicable Law, except for unregistered liens for unpaid realty Taxes, assessments and
public utilities;
(d) title defects which are of a minor nature and in the aggregate do not materially impair the
value or use of the Owned Lands or the Leased Premises;
(e) any right of expropriation conferred upon, reserved to or vested in Her Majesty The Queen
in Right of Canada, Her Majesty The Queen in right of any province of Canada in which
the Owned Lands or the Leased Premises are located, or by any Governmental Authority
under any Applicable Law;
(f) royalty agreements, zoning restrictions, easements and rights of way or other similar
Encumbrances or privileges in respect of real property which in the aggregate do not
materially impair the value or use of the Owned Lands or the Leased Premises for the
Business and which are not violated in any respect by existing or proposed structures or
land use;
(g) Encumbrances created by others upon other lands over which there are easements, rights-
of-way, licences or other rights of user in favour of the Owned Lands or Leased Premises
and which do not materially impede the use of the easements, rights-of-way, licences or
other rights of user for the purposes for which they are held;
(h) any Encumbrance which the Purchaser has expressly agreed to assume or accept pursuant
to the Sale Agreement;
(i) the reservations, limitations, provisos, conditions, restrictions and exceptions in the letters
patent or grant, as the case may be, from the Crown and statutory exceptions to title;
(j) those instruments registered on title to the Owned Lands or against the leasehold interest
of a Seller in the Leased Premises and described in the Disclosure Schedule;
(k) Encumbrances registered in favour of ATB Financial in respect of ATB Claims, including
those Encumbrances set out below in this Schedule; and
2
LEGAL_34602241.1
(l) The Encumbrances listed below in this Schedule.
1. Alberta PPR Registrations to Remain
CUSTOM BULK SERVICES INC.
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2012-Aug-03
Expiry Date
2022-Aug-03
Registration Type/Number
SECURITY AGREEMENT/ 12080315794
Debtors
CUSTOM BULK SERVICES INC.
Secured Party
ALBERTA TREASURY BRANCHES
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY.
HCA MOUNTAIN MINERALS (MOBERLY) LIMITED
3.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2019-Apr-26
Expiry Date
2021-Apr-26
Registration Type/Number
SECURITY AGREEMENT/ 19042602245
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
RCAP LEASING INC.
Collateral
General
Description
ALL WIRELESS COMMUNICATION
EQUIPMENT FROM TIME TO TIME LEASED
BY THE SECURED PARTY TO THE DEBTOR AS
DESCRIBED ON LEASES, CONDITIONAL
3
LEGAL_34602241.1
SALES AGREEMENTS AND ANY OTHER
FINANCING AGREEMENTS ENTERED INTO
BETWEEN THE SECURED PARTY AND THE
DEBTOR FROM TIME TO TIME AND ANY
PROCEEDS THEREOF, TOGETHER WITH ALL
REPLACEMENT PARTS, ACCESSORIES AND
ATTACHMENTS.
HEEMSKIRK CANADA LIMITED
1.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2011-Aug-26
Expiry Date
2021-Aug-26
Registration Type/Number
SECURITY AGREEMENT/ 11082612805 as
amended by: 14040911883; 15070638641;
15071029726; 15071435786; 16051217637;
16051224947
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
CANADIAN IMPERIAL BANK OF COMMERCE
Collateral
General
Description
All deposit accounts of the debtor held at Canadian
Imperial Bank of Commerce, including all cash and
other financial assets credited thereto. Proceeds:
goods, securities, instruments, documents of title,
chattel paper, intangibles, all as defined in the
Personal Property Security Act of Alberta and
regulations thereunder, derived directly or indirectly
from any dealings with the original collateral.
Particulars
The complete address of the Secured Party is:
Canadian Imperial Bank of Commerce
Commercial Sales and Service Centre
595 Bay Street, Suite 500
Toronto, ON
M5G 2C2
2.
Encumbrance Type
SECURITY AGREEMENT
4
LEGAL_34602241.1
Status
Current
Registration Date
2017-Sep-14
Expiry Date
2021-Sep-14
Registration Type/Number
SECURITY AGREEMENT/ 17091428352
Debtors
HEEMSKIRK CANADA LTD.
Secured Party
JACK CARTER CHEVROLET CADILLAC
BUICK GMC - 2017 CHEVY LTZ 1500 Motor
Vehicle
3GCUKSECXHG272749
Collateral
Serial Number Goods
Description
3GTU2NEC1HG503507 2017 GMC Sierra MV -
Motor Vehicle
3.
Encumbrance Type
SECURITY AGREEMENT
Status
Current
Registration Date
2018-Feb-06
Expiry Date
2028-Feb-06
Registration Type/Number
SECURITY AGREEMENT/ 18020635821
Debtors
HEEMSKIRK CANADA LIMITED
Secured Party
ATB FINANCIAL
Collateral
General
Description
ALL OF THE DEBTOR'S PRESENT AND AFTER-
ACQUIRED PERSONAL PROPERTY AND
PROCEEDS.
2. British Columbia PPR Registrations to Remain
HCA MOUNTAIN MINERALS (MOBERLY) LIMITED
1.
Registration Date
APR 26, 2019
5
LEGAL_34602241.1
Expiry Date
APR 26, 2021
Base Registration Number
458680L
Debtors
HCA MOUNTAIN MINERALS (MOBERLY)
LIMITED
Secured Party
RCAP LEASING INC.
Collateral
General
Description
ALL WIRELESS COMMUNICATION
EQUIPMENT FROM TIME TO TIME LEASED
BY THE SECURED PARTY TO THE DEBTOR AS
DESCRIBED ON LEASES, CONDITIONAL
SALES AGREEMENTS AND ANY OTHER
FINANCING AGREEMENTS ENTERED INTO
BETWEEN THESECURED PARTY AND THE
DEBTOR FROM TIME TO TIME AND ANY
PROCEEDS THEREOF, TOGETHER WITH ALL
REPLACEMENT PARTS, ACCESSORIES AND
ATTACHMENTS.
3. Alberta Land Titles Registrations to Remain
Title Number: 972 302 793
Legal Description: PLAN 8020947 LOT 2 EXCEPTING THROUGHOUT ALL MINES AND
MINERALS
Registration Number
Date (D/M/Y)
Particulars
062 384 277
29/08/2006
Mortgage
Mortgagee – Alberta Treasury
Branches
Original Principal Amount:
$313,000
122 268 071
16/08/2012
Mortgage
Mortgagee – Alberta Treasury
Branches
Original Principal Amount:
$1,300,000
132 194 298
27/06/2013
Amending Agreement
Amount: $2,700,000
Affects Instrument: 122 268 071
6
LEGAL_34602241.1
Title Number: 972 302 794
Legal Description: PLAN 9120596 LOT 7 EXCEPTING THROUGHOUT ALL MINES AND
MINERALS
Registration Number
Date (D/M/Y)
Particulars
062 384 277
29/08/2006
Mortgage
Mortgagee – Alberta Treasury
Branches
Original Principal Amount:
$313,000
122 268 071
16/08/2012
Mortgage
Mortgagee – Alberta Treasury
Branches
Original Principal Amount:
$1,300,000
132 194 298
27/06/2013
Amending Agreement
Amount: $2,700,000
Affects Instrument: 122 268 071
