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Tacora - Reports
The following reports have been filed in the proceedings:
 Twelfth Report of the Monitor |
October 1, 2024 |
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The purpose of this Twelfth Report is to provide information to the Court with respect to: a) the Monitor's activities since the date of the Eleventh Report; b) the status of the Transactions and the CCAA Proceeding; c) the relief sought by 16323715 Canada Inc. ("ResidualCo" or the "Applicant") for an order (the "CCAA Termination Order"), among other things: ii. effective upon the CCAA Termination Time, granting the Additional Releases (as defined below), including releasing the Monitor and its affiliates, officers, directors, employees, legal counsel and agents (collectively, the "Monitor Released Parties" and each a "Monitor Released Party"); iii. effective upon the CCAA Termination Time, terminating, releasing and discharging the Administration Charge, the Directors' Charge, the Transaction Fee Charge, the DIP Charge and the KERP Charge and all other charges granted in these CCAA Proceedings (collectively, the "CCAA Charges"); iv. granting the Monitor the Expanded Powers (as defined below) in this CCAA Proceeding as they relate to ResidualCo; v. extending the Stay of Proceedings to the CCAA Termination Time or (b) such later date as the Court may order; vi. approving this Twelfth Report and the activities of the Monitor described therein; and vii. approving the fees and the disbursements of the Monitor and its counsel, Cassels Brock & Blackwell LLP ("Cassels"), as detailed in the Twelfth Report and the Fee Affidavits (as defined below), including the payment of the Remaining Fees and Disbursements (as defined below) to be paid from the Administrative Expense Reserve; and d) the Monitor's recommendations in respect of the relief sought by the Applicant. | |
| Eleventh Report of the Monitor |
July 22, 2024 |
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The purpose of this Eleventh Report is to provide information to the Court with respect to: b) the relief sought by the Applicant for an order (the "Approval and Reverse Vesting Order"), among other things, approving the Subscription Agreement between the Applicant and the Purchasers dated July 21, 2024 (the "Subscription Agreement") and authorizing and directing Tacora to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the transaction contemplated by the Subscription Agreement (the "Transactions"). c) the relief sought by the Applicant in its proposed Order (the "Stay Extension, DIP, and Fees Approval Order"), including:
II. approving a third amended and restated DIP Agreement dated July 12, 2024 with the DIP Lender (the "Third Amended DIP Agreement") and amending the ARIO accordingly; III. approving this Eleventh Report, the Prior Reports and the actions, conduct and activities of the Monitor described therein; and IV. approving the fees and disbursements of the Monitor and its counsel, Cassels Brock & Blackwell LLP ("Cassels"), incurred in the CCAA Proceeding for the period from October 10, 2023 to July 7, 2024, as detailed in the Fee Affidavits (as defined below); e) the Applicant's updated cash flow forecast for the period ending October 6, 2024 (the "July 2024 Forecast"), attached hereto as Appendix "B"; f) the Monitor's activities since the date of the Ninth Report; and g) the Monitor's recommendations in respect of the relief sought by the Applicant. | |
| Tenth Report of the Monitor |
June 19, 2024 |
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The purpose of this Tenth Report is to: (a) provide an update to the Court on the status of the CCAA Proceeding; and (b) provide information to the Court, including the Monitor's views, with respect to the June 26 Motions, being
(ii) the relief sought by Cargill in the Cargill Global Process (RVO Declaration) Motion, including a declaration that, as a matter of law, an RVO is not available to a debtor under the CCAA where (i) there is a material unsecured creditor in a position to vote against a CCAA plan of compromise or arrangement and the plan cannot satisfy section 6(1) of the CCAA without the support of such unsecured creditor; (ii) the RVO is being sought against the opposition of that unsecured creditor; and (iii) there is an unsecured CCAA plan alternative which provides for consideration to all affected unsecured creditors in the form of restructured shares or consideration; and (iii) the relief sought by Cargill in the Cargill Disclaimer Motion, including an order, inter alia: | |
| Ninth Report of the Monitor |
June 3, 2024 |
The purpose of this Ninth Report is to provide information to the Court with respect to:
(ii) authorizing and directing Tacora and the Monitor to commence the Sale Process and take all actions as may be necessary or desirable to implement and carry out the Sale Process in accordance with its terms and the Sale Process Order; and
(ii) authorizing the Applicant to reallocate the amounts payable under the KERP that were earmarked for Key Employees who have resigned from Tacora to certain other Key Employees and an Additional Key Employee (as defined below); (d) the Applicant's updated cash flow forecast for the period ending July 28, 2024 (the "June 2024 Forecast"), attached hereto as Appendix "C"; (e) the Monitor's activities since the date of the Eighth Report; andz (f) the Monitor's views in respect of the relief sought by the Applicant. | |
| Supplement to the Eighth Report of the Monitor |
April 24, 2024 |
| Eighth Report of the Monitor |
April 21, 2024 |
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The purpose of this Eighth Report is to provide information to the Court with respect to: (a) the Applicant's actual cash receipts and disbursements for the 4-week period ending April 7, 2024; (b) the Applicant's updated cash flow forecast for the period ending June 23, 2024 (the "April 2024 Forecast"), attached as Appendix "C"; (c) the relief sought by the Applicant for:
(e) the Monitor's views in respect of the relief sought by the Applicant. | |
| Seventh Report of the Monitor |
April 14, 2024 |
| Seventh Report of the Monitor in connection with the MFC Royalty motion returnable April 16, 2024 | |
| Second Supplement to the Fourth Report of the Monitor |
April 10, 2024 |
| The purpose of this Second Supplemental Report is to provide an update on the status of amendments to the Subscription Agreement to address the Net Debt Condition and other conditions contained in the Investor Bid. | |
| Sixth Report of the Monitor |
April 9, 2024 |
| Fifth Report of the Monitor |
April 7, 2024 |
| The purpose of this Fifth Report (the "Report") is to summarize the parties' position regarding the amounts claimed by 112 Ltd. | |
| Supplement to the Fourth Report of the Monitor |
March 26, 2024 |
| The purpose of this Supplemental Fourth Report is to provide additional information to the Court in respect of the relief sought by Tacora in the Sale Approval Motion and the relief sought by Cargill in the Preliminary Threshold Motion and the Cargill Responding Motion following the cross-examinations and document production, all as contemplated by the Litigation Schedule. | |
| Fourth Report of the Monitor |
March 14, 2024 |
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The purpose of this Fourth Report of the Monitor (the "Report"), is to provide information to the Court in respect of the following: (a) the relief sought by the Applicant in the Sale Approval Motion, for, among other things, an order (the "Approval and Reverse Vesting Order"): (i) approving the Subscription Agreement and the Investor Transaction as well as authorizing and directing Tacora to take such additional steps and execute such additional documents as are necessary or desirable for the completion of the Investor Transaction; (ii) granting releases (the "Releases") in favour of the Released Parties (as defined below) in respect of the Released Claims (as defined below); (iii) sealing among other things the confidential exhibits related to the Bids received in the Solicitation Process, attached as Confidential Exhibit "C" to the February Nessim Affidavit; and (b) the relief sought by Cargill in the Preliminary Threshold Motion and the Cargill Responding Motion; and (c) the recommendation of the Monitor in respect of the above. | |
| Third Report of the Monitor |
March 13, 2024 |
The purpose of this Third Report is to provide information to the Court with respect to: (a) the Monitor's activities since the date of the Second Report; (b) the Applicant's actual cash receipts and disbursements for the 7-week period ending March 3, 2024, and a comparison to the cash flow forecast attached as Appendix "F" to the Second Report (the "January 2024 Forecast"); (c) the Applicant's updated cash flow forecast for the period ending May 19, 2024 (the "March 2024 Forecast"), attached as Appendix "G"; (d) the relief sought by the Applicant for:
(B) approving the DIP Facility Term Sheet (the "Replacement DIP Agreement") dated as of March 10, 2024, between the Applicant, as borrower, and the Investors or certain of their affiliates,[1] as lenders (collectively the "Replacement DIP Lenders" and each, a "Replacement DIP Lender"), pursuant to which the Replacement DIP Lenders have agreed to advance up to a maximum principal amount of approximately $188 million (the "Replacement DIP Facility"), which amount includes the Deposit (as defined in the Subscription Agreement), to the Applicant, subject to the terms and conditions of the Replacement DIP Agreement; (C) authorizing and directing Tacora to repay the Existing DIP Facility with Cargill from proceeds of the Replacement DIP Facility; (D) granting a priority charge in favour of the Replacement DIP Lenders on all the assets, property and undertakings of the Applicant in order to secure the obligations under the Replacement DIP Facility as described below (the "Replacement DIP Charge"); and (E) increasing the Transaction Fee Charge from $5,600,000 to $5,989,917.50 and |
| Second Report of the Monitor |
January 18, 2024 |
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The purpose of this Second Report is to provide information to the Court with respect to: (a) the Monitor's activities since the First Report; (b) Tacora's actual cash receipts and disbursements for the 14-week period ending January 14, 2024, and a comparison to the cash flow forecast attached as Appendix "A" to the Pre-Filing Report (the "October 2023 Forecast") along with an updated cash flow forecast for the period ending March 17, 2024 (the "January 2024 Forecast"), attached as Appendix "F (c) the relief sought by the Applicant for (i) an order (the "Stay Extension Order") extending the Stay Period to March 18, 2024 and (ii) an order ("Insurance Financing Order") approving the commercial premium finance agreement (the "Premium Finance Agreement") dated as of January 10, 2024, between Tacora and Marsh Canada Limited - Toronto as broker and FIRST Canada as financier and related relief; and (d) the Monitor's views in respect of the foregoing, as applicable. | |
| First Report of the Monitor |
October 20, 2023 |
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The purpose of the First Report of the Monitor is to provide the Court with: a) The activities of the Monitor since the issuance of the Initial Order; b) Tacora Resources Inc.'s motion for the granting of an Amended and Restated Initial Order (the "ARIO"), providing inter alia: i. Authorization to borrow up to the full $75 million available under the DIP Financing Agreement; ii. An increase in the Director's Charge to $5.2 million; iii. Approval of the engagement letter dated as of January 23, 2023, pursuant to which Greenhill & Co. Canada Ltd. ("Greenhill") was appointed as financial advisor and investment banker to the Applicant (the "Greenhill Engagement Letter") and the granting of a charge to a maximum amount of US$5,6000,000 to secure certain fees that become payable under the Greenhill Engagement Letter (the "Transaction Fee Charge"); and iv. Approval of a key employee retention plan (the "KERP") and the granting of a charge to secure payments under the KERP (the "KERP Charge"); and v. An extension of the stay period to February 9, 2023. c) The Applicant's motion for the granting of an Order (the "Solicitation Order") approving a sale and investment solicitation process (the "Solicitation Process") to solicit interest in a potential Transaction Opportunity and/or Offtake Opportunity; and d) The Ad Ho Group's cross-motion served October 13, 2023 (the "AHG Cross-Motion"), seeking: i. An Amended and Restated Initial Orde (the "AHG ARIO"), among other things, approving debtor-in-possession financing to be provided by the Ad Hoc Group pursuant to a credit agreement in substantially the form appended to the affidavit of Thomas Gray, sworn October 16, 2023 (the "AHG DIP Proposal"); or, in the alternative; ii. If the AHG ARIO is not granted, that various declarations or directions as described later in the Report be included in any Amended and Restated Initial Order granted in the CCAA Proceeding. | |
| Pre-Filing Report of the Proposed Monitor |
October 10, 2023 |
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The Pre-Filing Report informs the Court on the following: (a) The qualifications of FTI to act as Monitor and an overview of the involvement of FTI and its affiliates with the Applicant to date; (b) The state of the business and affairs of the Applicant and the causes of their financial difficulty and insolvency; (c) The proposed conduct of the CCAA Proceedings; (d) The Applicant's weekly cash flow forecast for the period October 9, 2023, to February 25, 2024 (the "October 7 Forecast"); (e) The Applicant's request for approval of the DIP Financing Agreement and DIP Charge and the Proposed Monitor's recommendation thereon; (f) The Applicant's request for approval of the Directors' Charge and the Proposed Monitor's recommendation thereon; and (g) The Applicant's request for approval of the Administration Charge and the Proposed Monitor's recommendation thereon | |
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