Resource Capital Gold Corp et al

Notice of Intention to Make a Proposal

Page last updated: July 17, 2019

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.


Status of file update as at July 17, 2019  

On July 11, 2019 the Court issued an order (the "Approval and Vesting Order") which approved the sale of substantially all of its assets to 2672403 Ontario Inc., the Sprott nominee Company.  A copy of the Approval and Vesting Order can be found under Court Documents and Orders. 

As the sale did not provide sufficient proceeds to satisfy the secured debts owing by Resource Capital, the group was not able to file a viable proposal to its creditors by July 12, 2019 as was required pursuant to the Third Extension Order . As a result, Resource Capital was deemed bankrupt on July 13, 2019.  PwC has been appointed as the trustee of the bankrupt estates. 

The first meeting of creditors has been scheduled for 10am August 1, 2019 at the Trustees office, Suite 1400, 250 Howe Street, Vancouver, V6C 3S7. Notice of the bankruptcy and first meeting of creditors is being sent to all creditors in accordance with the BIA.

Sales Process and Status of file update as at July 4, 2019 

The sales process has been completed and Resource Capital has accepted an offer to sell substantially all of its assets to Sprott, through a nominee Company, via a credit bid which offered consideration of $2.2 million in the form of a forgiveness of the Interim Financing Facility. 

As a result, Resource Capital filed notices with the Supreme Court of British Columbia today for a court hearing to be scheduled for Thursday, July 11, 2019 during which Resource Capital will be seeking an order approving the sale of its assets to 2672403 Ontario Inc., the Sprott nominee Company. 

As the sale does not provide sufficient proceeds to satisfy the secured debts owing by Resource Capital, the group does not anticipate being able to file a viable proposal to its creditors. As a result, Resource Capital expects to be deemed bankrupt following July 12, 2019. 

The Trustee has completed a report to the Court which has been posted on this website for the review of stakeholders. The materials filed with the Court have also been posted on this website under the court documents section.

Status of file as at May 28, 2019 

On May 28, 2019 the Court issued an order (the "Third Extension Order") which extended the time Resource Capital has to file a proposal to July 12, 2019 in order to allow the Company time to complete the sales and solicitation process currently underway. 
A copy of the Third Extension Order can be found under Court Documents and Orders.

Status of file as at May 21, 2019 

Resource Capital filed notices with the Supreme Court of British Columbia on Friday for a court hearing to be scheduled for Tuesday, May 28, 2019 during which Resource Capital will be seeking an extension of the time Resource Capital has to file a proposal to July 12, 2019 in order to complete the sales and solicitation process currently underway. 

The Trustee has completed a report to the Court which has been posted on this website for the review of stakeholders. The materials filed with the Court have also been posted on this website under the court documents section

Sales Process Update as at May 8, 2019

The Company and Trustee received a total of nine letters of intent ("LOI") as a result of the sales process, which have now been evaluated following the LOI deadline of April 26, 2019. 

Based on the evaluation, four parties have been qualified to move forward to the next stage of due diligence, in order to submit binding offers that are conditional only upon the Court's approval by May 31, 2019. 

In order to facilitate this process, the Company will be required to seek a further extension for the time to file a proposal beyond May 28, 2019 in order to receive binding offers and work towards closing a transaction. 

Information will be posted to this website in relation to this further extension in due course.

Status of file as at April 12, 2019

On April 12, 2019 the Court issued an order (the "Second Extension Order") which extended the time Resource Capital has to file a proposal to May 28, 2019 in order to allow the Company time to complete the sales and solicitation process currently underway. 

A copy of the Second Extension Order can be found under Court Documents and Orders.

Status of file as at April 4, 2019 

Resource Capital filed notices with the Supreme Court of British Columbia today for a court hearing to be scheduled for Friday, April 12, 2019 during which Resource Capital will be seeking an extension of the time Resource Capital has to file a proposal to May 28, 2019 in order to complete the sales and solicitation process currently underway. 

The Trustee has completed a report to the Court which has been posted on this website for the review of stakeholders. The materials filed with the Court have also been posted on this website under the court documents section.  

The Trustee and the Company continue to progress the sales and solicitation process and are seeking letters of interest from interested parties by April 26, 2019. Parties interested in acquiring the Company's assets should contact Mr. Kevin Truong, PwC, at 604-806-7080 ext 4092 or email at resourcecapital@ca.pwc.com

Sales Process Update as at February 22, 2019

The Trustee is working with the Company in consultation with its senior secured lender to complete a sales process. Details of the sales process are outlined below:

  • A teaser is being circulated to potential investors in the week of February 19, 2019,
  • Prospective investors are invited to contact the Trustee to receive a non-confidential information memorandum for further information and will be provided with the opportunity to execute a non-disclosure agreement to gain access to a data room and management to gather information that is considered confidential.
  • Prospective purchasers are invited to submit Letters of Intent (“LOI”) to the Trustee by April 26, 2019;
  • The LOIs will be evaluated and the Company, in consultation with the Trustee and Sprott, will seek to negotiate a definitive agreement with the party that provides the most promising LOI that is conditional only upon the Court’s approval.
  • Following the successful negotiation of a definitive agreement, court approval will be sought and the transaction closed by May 31, 2019.

A copy of the teaser can be found under Sale Process Documents.

Parties interested in acquiring the Company's assets should contact Mr. Kevin Truong, PwC, at 604-806-7080 ext 4092 or email at resourcecapital@ca.pwc.com

Status of file as at February 21, 2019  

On February 20, 2019 the Court issued an order (the "First Extension Order") which among other things, 

  1. Extends the stay of proceedings to April 13, 2019;
  2. Authorised the Company to borrow $2.2 million under a credit facility from Sprott Private Resource Lending (Collector) LP (the "DIP Lender") to finance its operations;
  3. Approved and authorised the Company to enter into a Retention Agreement between the Company and its Interim CEO.
  4. Granted charges on the Company's assets to secure the costs of professional advisors, the advances under the DIP loan and the obligations under the Retention Agreement. 

A copy of the First Extension Order can be found under Court Documents and Orders.

Status of file as at February 15, 2019 

Resource Capital filed notices with the Supreme Court of British Columbia today for a court hearing to be scheduled for Wednesday, February 20, 2019 during which Resource Capital will be seeking the following approvals from the Court to advance their restructuring efforts: 

  • an interim financing loan facility with Sprott Private Resource Lending (Collector) LP ("Sprott") which provides a commitment to lend Resource Capital up to $2.2 million to fund operations.  In addition, the Company is requesting that the Court grant Sprott a charge over all of its assets as security for this loan; 
  • a retention agreement between Resource Capital and its interim CEO a charge against the Resource Capital's assets to secure certain payments under the retention agreement; 
  • an extension of the time Resource Capital has to file a proposal to April 13, 2019 
    The Trustee has completed a report to the Court which has been posted on this website for the review of stakeholders.   The materials filed with the Court will also be posted on this website as soon as they are available. 

The Trustee will be working with the Company to complete a sales process that is expected to commence Tuesday February 19, 2019.   Parties interested in acquiring the Company's assets should contact Mr. Kevin Truong, PwC, at 604-806-7080 ext 4092 or email at resourcecapital@ca.pwc.com

Status of file as at February 1, 2019 

On January 28, 2019, Resource Capital Gold Corp., Flex Mining and Exploration Limited, Maritime Dufferin Gold Corp., and Maritime Gold Corp., (collectively “Resource Capital”) each filed a Notice of Intention to Make a Proposal (“NOI”) pursuant to Section 50.4(1) of the Bankruptcy and Insolvency Act (“BIA”) and PricewaterhouseCoopers Inc. LIT (“PwC”) was named as trustee under the NOI (the “Trustee”).

As a result of the NOI filing, all creditors are stayed from commencing or continuing any proceedings against Resource Capital until February 28, 2019, (the “Initial Stay”), subject to any extensions of the Initial Stay that the Court might grant upon application by the Company.

Notice of the NOI and the Trustee’s appointment will be mailed to all affected creditors of Resource Capital before February 4, 2019.

More information will be posted to this website, as soon as it becomes available. 

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Contact us

Kevin Truong

Senior Associate, PwC Canada

Tel: (604) 806-7780 ext. 4092

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